Steve1872 4 Posted March 28, 2013 Share Posted March 28, 2013 New Company â?? Same Club Some facts. Please feel free to share! 1. Rangers PLC went into administration 2. Creditors reject CVA at 8.5p in the £ 3. Sevco Scotlland bought the assets of Rangers PLC for 5.5p in £ and transfer them to a newco 4. SFA agreed Rangers transfer of membership from oldco to newco 5. Rangers accept transfer embargo and honour football debts while other creditors not paid in full 6. Rangers were demoted to SFL 3 7. As a result of going newco UEFA banned the club for 3 seasons for failure to file unbroken accounts and a change to the clubs legal form and/or corporate structure. Timeline of Administration, Sale of club and assets and ongoing Liquidation of oldco PLC. 14th February 2012 - Administration of oldco begins February 2012 with Duff and Phelps. 12th June 2012 - CVA is rejected and Rangers FC (club) is sold out of Administration as an asset of Oldco to a Newco called Sevco Scotland. Company owns club and can now legally change its name to trade on behalf of Rangers Football Club. 31st October 2012 â?? Oldco is passed onto liquidators BDO. Present â?? Oldco still in liquidation but not yet liquidated. Notice the timeline. The club were moved out of the holding PLC prior to the PLC being placed in liquidation. At no point did Rangers Football Club cease to be. UEFAâ??s view on clubs going newco http://d3j5vwomefv46c.cloudfront.net/photos/large/703757749.jpg?key=645413&Expires=1359775545&Key-Pair-Id=APKAIYVGSUJFNRFZBBTA&Signature=xl9~N-MaWp7Yy~vm-n7NR0mWsr5c5tZnQefeQYdtm06TxRimSp1AuySF8CiRU4n4NRlwhxzNqVrFmWzKdpVjvBeh-6dd2TG565xk6Ou2eKwdANbc-fR67NNUiZwISZsOjLJgOU8XF97WuY8nUbCmvIUxnormgJMqMsze8K~Adhs_ UEFA - http://www.uefa.com/memberassociatio...lub/index.html 88 Rangers FC SCO 0.375 6.533 12.720 2.050 0.860 22.538 Note the same club are receiving national co-efficient points despite not being in Europe. +0.860 for season 2012/13 This figure will adjust as season progresses and Rangers ranking will fluctuate. Rangers are the same club but different company number: ECA - http://sport.stv.tv/football/clubs/r...nises-history/ "Taking into account that the 'new entity' also acquired the goodwill of the 'old entity', it was held by the ECA executive board that the goodwill, taking into account legal and practical arguments, also included the history of the 'old company'. "Consequently it was concluded that Rangers FC was entitled to associated membership of ECA as considered to be a founding member." â??Alike at Scottish FA level, this â??new entityâ?? had to re-apply for membership with ECA as according to Swiss law, membership of an association is neither heritable nor transferable (article 70.3 of the Swiss Civil Code). â??According to the prerequisites set out in the membership policy, Rangers FC did not meet the requirements to be granted ordinary membership (top division and European licence). Duff & Phelps i - http://local.stv.tv/glasgow/197765-r...legal-dispute/ â??As administrators, our primary function was to keep the business going and effect a sale of the Club in order that it could continue, while maximizing the return for the creditors. These objectives were achieved. It will now fall to the liquidators to realise any further potential funds that may go to creditors. We have worked closely with the liquidators over the last few months to ensure an orderly transition.â? Duff & Phelps ii - http://www.bbc.co.uk/sport/0/football/18413384 - video 2 mins 30s in â??The history of the club will remain with the club. The club moves from Rangers PLC into the new company and all of the titles and all of the 140 year history will remain with the football clubâ?. SFA i â?? http://www.scottishfa.co.uk/scottish...3&newsID=10204 How can Rangers be considered for membership when they can't provide four yearsâ?? financial statements? "Sevco Scotland Ltd bought Rangers Football Club PLCâ??s share in the SPL and membership of the Scottish FA as part of their acquisition of assets. Under Article 14.1, Sevco Scotland are requesting the transfer of the existing membership of Oldco. This is different to an application for a new membership, which generally requires four years of financial statements. " SFA ii -http://www.scottishfa.co.uk/scottish...3&newsID=10252 â??We have reached agreement on all terms and conditions attached to the transfer of membership and are able to grant conditional membership, ahead of the formal transfer of the SPL share a week today. This will allow the season to kick-off as planned this weekend and I am sure there will be many who will join me in welcoming the start of the new football season in Scotland." SFL - http://www.scottishfootballleague.com/club/rangers/ Founded:1872 â?? 54 Titles still there Club Honours League Champions: Division I - 1890/91 (shared), 1898/99,1899/1900, 1900/01, 1901/02, 1910/11, 1911/12, 1912/13, 1917/18, 1919/20, 1920/21, 1922/23, 1923/24, 1924/25, 1926/27, 1927/28, 1928/29, 1929/30, 1930/31, 1932/33, 1933/34, 1934/35, 1936/37, 1938/39, 1946/47, 1948/49, 1949/50, 1952/53, 1955/56, 1956/57, 1958/59, 1960/61, 1962/63, 1963/64, 1974/75 Premier Division - 1975/76, 1977/78, 1986/87, 1988/89, 1989/90, 1990/91, 1991/92, 1992/93, 1993/94, 1994/95, 1995/96,1996/97 SPL - 1998/99, 1999/2000, 2002/03, 2004/05, 2008/09, 2009/10, 2010/11 Dermott Desmond â?? Celtic Majority Shareholder - 4th October 2012 http://www.dailyrecord.co.uk/sport/f...-wants-1359461 â??Rangers is a fantastic club with a great history,â? he said. â??With the support that they have, they will come back. â??They will, in not too long a time, be back in the SPL. I have no doubt about that. â??Theyâ??re needed for Scottish football because of their following and the size of the club and especially their history.â? Lord Nimmo Smith i - http://sport.stv.tv/football/clubs/r...ie-on-14-june/ Lord Nimmo Smith refers to newco and oldco throughout his lengthy report on the first stage of the hearing and also states that: "Newco is not and never has been a member of the SPL." But he adds: "In legal terms, it (a club) appears to us to be no different from any other undertaking which is capable of being carried on, bought and sold." Lord Nimmo Smith ii â?? SPL Dual Contract Tribunal 28th February 2013 It will be recalled that in Article 2 "Club" is defined in terms of "the undertaking of an association football club", and in Rule I1 it is defined in terms of an association football club which is, for the time being, eligible to participate in the League, and includes the owner and operator of such Club. Taking these definitions together, the SPL and its members have provided, by contract, that a Club is an undertaking which is capable of being owned and operated. While it no doubt depends on individual circumstances what exactly is comprised in the undertaking of any particular Club, it would at the least comprise its name, the contracts with its players, its manager and other staff, and its ground, even though these may change from time to time. In common speech a Club is treated as a recognisable entity which is capable of being owned and operated, and which continues in existence despite its transfer to another owner and operator. In legal terms, it appears to us to be no different from any other undertaking which is capable of being carried on, bought and sold. This is not to say that a Club has legal personality, separate from and additional to the legal personality of its owner and operator. We are satisfied that it does not, and Mr McKenzie did not seek to argue otherwise. Lord Nimmo Smith iii - â??It is the club, not the owner, who plays in the league,â? he said. â??The rules clearly contemplate sanctions upon a club, in distinction to upon the owner or operator. That power must continue to apply, even if the owner at the time of [any] breach of rules has ceased to be a member of the SPL and its undertaking has passed to another owner or operator.â? Lord Glennie â?? http://www.scotcourts.gov.uk/opinion...CSOH%2095.html [1] This is a petition for judicial review by the Rangers Football Club plc, a company presently in administration. That company presently operates Rangers Football Club (to whom I shall refer as "Rangers"). Rangers are members of the Scottish Football Association ("the SFA"), and are bound by the Articles of the SFA and by the Judicial Panel Protocol which sets out the disciplinary rules relating to the conduct of members of the SFA and the conduct of disciplinary proceedings to enforce such rules Club founded in 1872. It became part of a company ie. Incorporated in 1899 and its corporate identity was Rangers Football Club PLC. Until then Rangers and most other clubs were simply clubs and did not have to take on a legal form. The company did not have 140 years of history in any case (2012-1899 = 113 years) â?? the club did. BDO Liquidators â?? HMRC appointed "It's important to understand that the appointment of liquidators will not mean the end of football at Ibrox - only the end of the company that ran the club," HMRC â?? â??the liquidation route does not prejudice the proposed sale of the club. This sale can take place either through a CVA or a liquidation.â? SFL - "To everyone involved in the club and its remarkable and loyal fans Happy 140 years Anniversary.â? SPL- â??it is an existing club, even if it is a new companyâ? SFA Statement/Tom English paraphrasing - â??Last August, Michele Centenaro of the ECA contacted the SFA and asked for an appraisal of the Rangers situation and whether they could be deemed the same Rangers as before or a new company unworthy of acknowledgment from the ECA. The SFAâ??s response was unambiguous. Different corporate entity but same Rangers, same history, same honours accrued over 140 years." London Stock Exchange - http://www.londonstockexchange.com/e...l?issueId=8816 Rangers International Football Club plc Description of business: Rangers International Football Club plc following admission will own and operate The Rangers Football Club Limited. Rangers Football Club, based in Scotland, has become one of the world's most successful clubs, having won 54 League titles, 33 Scottish Cups, 27 League Cups and the European Cup Winners' Cup in 1972. Playing at the 50,987 seater Ibrox Stadium, Scotland, and benefitting from the world class 37 acre Murray Park training facility, the club has been a dominant force in Scottish football for decades. The club generates revenues from match-day sales, broadcasting rights, retail and merchandising as well as other media rights. http://www.twitlonger.com/show/n_1rjf0eb 0 Quote Link to post Share on other sites More sharing options...
The Real PapaBear 0 Posted March 28, 2013 Share Posted March 28, 2013 points 6 and 7 are incorrect. We were not 'demoted' into Div 3, nor were we 'banned' for 'failure to file unbroken accounts'. The club was transferred to a new company. The old company was the legal entity which had signed the documents, agreements, contracts, memberships etc. When the old company no longer existed, those documents etc became defunct, because the other parties to those documents no longer had a legal body to deal with. The SPL could have decided, as the SFA did (and UEFA and everyone else) that Rangers could continue in the league, as it was only the company which has been liquidated and not the club. Fhor Rheasons we all know, the ShPL decided to chuck us out and we had to apply for admission to the SFL. So we were not 'demoted' to the SFL3 - we were admitted. As for Europe, by definition, this new company cannot have 3 years of accounts to submit to UEFA, until a period 3 years has passed. So we weren't banned, we are simply ineligible to play in Europe. 0 Quote Link to post Share on other sites More sharing options...
Bluedell 5,356 Posted March 28, 2013 Share Posted March 28, 2013 3. Sevco Scotlland bought the assets of Rangers PLC for 5.5p in £ and transfer them to a newco Not strictly true. Sevco Scotland Limited bought the trade and assets of The Rangers Football Club PLC and changed its name to The Rangers Football Club Limited. The club was transferred to a new company. The old company was the legal entity which had signed the documents, agreements, contracts, memberships etc. When the old company no longer existed, those documents etc became defunct, because the other parties to those documents no longer had a legal body to deal with. The SPL could have decided, as the SFA did (and UEFA and everyone else) that Rangers could continue in the league, as it was only the company which has been liquidated and not the club. Fhor Rheasons we all know, the ShPL decided to chuck us out and we had to apply for admission to the SFL. So we were not 'demoted' to the SFL3 - we were admitted. Not strictly true. The old company still existed when the decision about us playing in division 3 was made. The winding up of the old company only commenced in November. 0 Quote Link to post Share on other sites More sharing options...
der Berliner 3,290 Posted March 28, 2013 Share Posted March 28, 2013 6. Rangers were demoted to SFL 3 Unless I am mistaken ... the SPL clubs (or their supporters, not the SPL board who should have) voted us out of the SPL. Due to the seperate structure of the Scottish game, Rangers Fc applied for entry to the SFL, which was granted and according to their guidelines, we started in the Third Division as every new member of the SFL would. Strictly, we were neither relegated or demoted. 0 Quote Link to post Share on other sites More sharing options...
The Real PapaBear 0 Posted March 28, 2013 Share Posted March 28, 2013 Not strictly true. The old company still existed when the decision about us playing in division 3 was made. The winding up of the old company only commenced in November. And the L'Oreal "Hair Splitting" award for 2013 goes to.......BlueDell! Aye, ok. The old company still existed. True. As a sheet of paper. In a ring binder. In an office. Somewhere. Let me rephrase, "when the old company no longer *operated*, the documents became defunct..." There. That any better, Miss? 0 Quote Link to post Share on other sites More sharing options...
der Berliner 3,290 Posted March 28, 2013 Share Posted March 28, 2013 On a sidenote, should someone buy the oldco (after BDO inquisition, possible illegal deemings of the Ticketus deal et al, cleaning its debts to "minimal" stuff) pre final liquidation (if that is possible), could the club adopt a dual-company model (as they do) and use the oldco's accounts as pre-entry to Europe? (I know that the oldco owns not much now, but switching this or that asset is sure possible.) 0 Quote Link to post Share on other sites More sharing options...
Bluedell 5,356 Posted March 28, 2013 Share Posted March 28, 2013 And the L'Oreal "Hair Splitting" award for 2013 goes to.......BlueDell! Aye, ok. The old company still existed. True. As a sheet of paper. In a ring binder. In an office. Somewhere. Let me rephrase, "when the old company no longer *operated*, the documents became defunct..." There. That any better, Miss? The old company could have still been resurrected at that point, which was the important point. It was more than just in a ring binder. Nothing had happened to the company at that point other than it had sold its trade and and assets. What subsequently happened to the company wasn't relevant to the decision taken by the powers that be. Hair splitting? I guess we were both at that 0 Quote Link to post Share on other sites More sharing options...
Bluedell 5,356 Posted March 28, 2013 Share Posted March 28, 2013 On a sidenote, should someone buy the oldco (after BDO inquisition, possible illegal deemings of the Ticketus deal et al, cleaning its debts to "minimal" stuff) pre final liquidation (if that is possible), could the club adopt a dual-company model (as they do) and use the oldco's accounts as pre-entry to Europe? (I know that the oldco owns not much now, but switching this or that asset is sure possible.) I don't believe it's possible to buy the company now that it is in the process of being wound up. 0 Quote Link to post Share on other sites More sharing options...
simplythebest 0 Posted March 28, 2013 Share Posted March 28, 2013 The old company is a shell with no emotional attachment to any of us. 0 Quote Link to post Share on other sites More sharing options...
the gunslinger 3,366 Posted March 28, 2013 Share Posted March 28, 2013 I've always been scheptical about this and I still don't see how its possible. but being sensible the evidence is overwhelming. 0 Quote Link to post Share on other sites More sharing options...
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