Full Judgement Of Ticketus & CW

[barca72 440]

Hope this helps. Little bit of background, then the judgement.

 

This company search lets you know about the companies belonging to Whyte and their involvement in the case. It is interesting to note in event history that Ellis creates Wavetower. Liberty Capital Limited now shows up as being dissolved. As far as the judgement document, I've cut and pasted paragraphs that I thought were required to show what happened. No conspiracy, necessarily, on Murray's part, just slick operators.

 

 

THE RANGERS FC GROUP LIMITED

 

Business Summary

The Rangers Fc Group Limited is an Other business incorporated in England & Wales on 17th September 2010. Their business activity is recorded as Activities Of Head Offices. The Rangers Fc Group Limited is run by 2 current members. 1 shareholders own the total shares within the company. It is not part of a group.

 

Registered date 17/09/2010

 

Company number 07380537

 

Previous Names

Previous name WAVETOWER LIMITED

Date changed 12/05/2011

 

 

Latest Shareholders Equity Figure:

Issued Share Capital:

£1

Shareholders (Top 20 names shown)

LIBERTY CAPITAL LIMITED

Directors and Secretaries

Current directors and secretaries

Current Officer Name Appointed

Mr Andrew Charles Peter Ellis 20-10-2010

Mr Craig Thomas Whyte 11-02-2011

 

 

Event History

Date Description

21/03/2013 New Board Member Mr C.T. Whyte appointed

24/01/2012 Mr P.J. Betts has left the board

11/11/2011 Annual Returns

16/05/2011 Change of Name

17/03/2011 New Board Member Mr P.J. Betts appointed

10/03/2011 New Board Member Mr P.J. Betts appointed

10/03/2011 New Board Member Mr C.T. Whyte appointed

26/10/2010 Change in Reg.Office

26/10/2010 Change of Company Postcode

26/10/2010 New Board Member Mr A.C. Ellis appointed

25/10/2010 Mr P. Townsend has left the board

 

 

IN THE HIGH COURT OF JUSTICE , CHANCERY DIVISION. CLAIM No: HC12F0 3282

Royal Courts of JusticeRolls Building7 Rolls BuildingLondon EC4A 1NL

Before:MASTER MARSH

-Between : (1) TICKETUS LLP

(2) TICKETUS 2 LLP Claimants

-and-

(1) CRAIG THOMAS WHYTE

(2) THE RANGERS FC GROUP LIMITED

(3) LIBERTY CAPITAL LIMITED { a check on this company says it is now dissolved }

 

Defendants

 

----------------------------------JUDGEMENT------------------------------------

Judgment handed down on Friday 5thApril 2013 ………………………………… Master Marsh

 

1. Theses proceedings relate indirectly to the takeover of the Rangers FootballClub Plc (“Rangers”) on 6thMay 2011. Rangers went into administration on 14th February 2012 and is now in liquidation. It is not a party to this claim. The first defendant (“Mr Whyte”) was the moving force behind the takeover of Rangers, the second defendant was the bid vehicle and the third defendant is a company controlled by Mr Whyte and the sole shareholder in the second defendant.

2. The claimants (together “Ticketus”) are involved in the business of advance purchasing of tickets for sports, entertainment and other events. The tickets are purchased at a discounted price relative to the face value of the tickets. In the case of football, the club acts as agent for Ticketus and agrees to sell the tickets purchased by Ticketus to the general public and account to Ticketus with the full face value of the tickets. The difference between the discounted price and the full face value is Ticketus' profit on top of any fees paid in respect of the transaction.

3. In December 2009 and August 2010 Rangers entered into a number of agreements with Ticketus relating to the purchase, onward sale and marketing of Rangers' season tickets. Those agreements are part of the background to this claim, but are not directly relevant. { These were previous deals initiated by Murray before Whyte appeared on the scene }

4. On 9th May 2011, Ticketus entered into a series of agreements with Rangers (“the Ticket Sale Agreements”) relating to the sale and

purchase of Rangers season tickets at the Ibrox Stadium for the 2011/12 to 2014/15 football seasons. Mr Whyte and the two other defendants each executed Deeds of Guarantee and Indemnity at the same time as the Ticket Sale Agreements.

5. Ticketus' primary claim is under the Covenant Guarantees against all three defendants. The claim is for £26,711,856.81 { advance + profit } as liquidated damages and £541,003 by way of expenses Ticketus claim to have incurred in taking steps to enforce their rights. However, Ticketus has an additional claim against Mr Whyte alone. It is said that Mr Whyte fraudulently, or alternatively negligently, made certain representations which induced Ticketus to enter into the Ticket Sale Agreements. Under this heading, Ticketus claims damages of £18,224,341. ( up front advance that Whyte used to pay Lloyds and he personally guaranteed )[/color]{ They nailed him because he did not declare that he had been previously barred as a director on the questionnaire }

 

Jumping ahead ... this is how it got started ... my bet is that Ellis introduced Betts to Bryan.

14. Before summarising the claim made against Mr Whyte, it is necessary to say something about how Ticketus operate and their relationship with Octopus Investment Limited (“Octopus”). Octopus is an FSA regulated fund management company and is responsible for sourcing, organising and managing investment opportunities on behalf of Ticketus (amongst other entities). Ticketus have no employees themselves. Mr Ross Bryan, who has provided the principal witness statements for Ticketus, was employed at the material time by Octopus as an investment manager within its specialist finance team. He describes the standard approach adopted by Octopus in relation to ticketing transactions as involving the following stages:

(a) The investment manager would carry out some preliminary work and hold discussions with his counterparty;

 

jumping ahead again ...

16. In October 2010 negotiations were commenced with Mr Betts, an associate of Mr Whyte.

 

17. On 13th October 2010, Mr Bryan sent an email to Mr Whyte with the heading “Octopus meeting follow up”. The second paragraph reads as follows:“I look forward to making progress on the transaction and, I hope, building a relationship which sees Octopus becoming a partner in your long term funding strategy.” {This sounds like he, Bryan, could probably know that Whyte is going to buy Rangers.}

 

Jumping ahead again ...

23. Mr Bryan's evidence, supported by that of Mr Berti, states that on 28th October 2010 the Investment Committee considered the proposed transaction for the first time and gave approval in principle to the purchase of £20million worth of season tickets with completion following the acquisition of Rangers by Mr Whyte and two fellow promoters. He says the investment committee had reservations about the individuals concerned, or some of them, and the approval was only given in principle. It was:“…subject to final approval requiring further information to be provided by Ross Bryan to the investment committee on a number of matters including the identity and acceptability of the individuals concerned”.

24. Mr Bryan says that concerns expressed by the Investment Committee about the individuals involved in the bid for Rangers were allayed when one individual dropped out { my guess is this is Aidan Early } and another was confirmed as having only a peripheral interest { Andrew Ellis? }. This information was, he says, reported to the Investment Committee.

25. On 16th December 2010, Mr Bryan sent Mr Betts a Directors Questionnaire for Mr Whyte to complete as part of the due diligence process. However, the Rangers takeover had by then stalled and it did not revive until early February 2011. On 7th February 2011 Mr Bryan sent a long email to Mr Whyte and Mr Betts under three headings. The first dealt with the “timeline”, the second with“the paperwork and diligence required to get us there”and the third “docs to produce or shared to close the deal”. Under the second

heading the email refers to a Director's Questionnaire being attached.

 

jumping ahead again ...

30.The Director's Questionnaire has a sub-heading: “For completion by: Craig Whyte, Andrew Ellis”

“This questionnaire has been prepared in connection with the proposed provision of funds via a ticket purchasing mechanism to a BidCo { Initially Wavetower and then The Rangers FC Group Limited } controlled by Mr Craig Whyte in relation to the acquisition of Glasgow Rangers FC (“the Company”). It forms part of the exercise undertaken by Octopus Investment Committee to assess whether each company is an appropriate recipient of funds. It is an important document and you should therefore answer all questions truthfully and without omission.” { aye right ye are, pal }

 

Jumping ahead again ...

45. Mr Whyte is right to point out that the heading to the Director's Questionnaire states it was prepared in connection with the provision of funds to a BidCo controlled by Mr Whyte in relation to the acquisition of Glasgow Rangers, whereas the transaction was later structured in a different way. Instead of funds been provided to the BidCo, the shares in Rangers was acquired for £1 by the second defendant and the funds provided by Ticketus went direct to Rangers itself, as had occurred with the previous Ticket Sale Agreements { these would be Murray's }. Despite this change to the overall structure of the deal, the funding provided by Ticketus was an essential part of the bid mechanism by which control of Rangers was obtained. The fact there was a change to the structure of the deal is not, in my judgment, of any significance. The answers to the questions in the questionnaire were provided in connection with Mr Whyte's takeover of Rangers and that takeover was indirectly funded by Ticketus.

 

The rest of it is legal argument that would give you a sore head. Anyway from this I make a few deductions, I don't know if you'll agree.

I believe the guy that kicked this whole thing off was Andrew Ellis. Remember back in the day he had tried to buy Rangers and failed and we all thought he was a bit of a chancer, just in it to develop the land around Ibrox? Well if he didn't know about Ticketus - and we had never heard about them then - at that time he could have learned about Murray's deals through his 'due diligence'. I think we would agree that all these shady characters all know about one another. He probably pitched the plan to Whyte - remember later how he squealed that Whyte owed him 25% of Rangers shares - and they created Wavetower as the BidCo vehicle. If they go to Octopus ( Ticketus ) and tell them they want to buy out Rangers - it is up for sale right? Why would they need the permission of anyone in the company? All Murray and Lloyds were interested in was confirming that Whyte had the funds to pay off the loan. Murray is aware that Ticketus is an honourable company and will pay the money that is agreed to, if indeed he knew for certain that was where it was coming from. Alistair Johnson had reservations and tried to warn the board, but the deed was done. Now that Whyte has been nailed for this, who's next BDO, HMRC or Strathclyde's finest?

Had to edit out 2k words

Edited April 16, 2013 by barca72

[ian1964 10,486]

Rangers: Craig Whyte's expensive 'no'

Craig Whyte Craig Whyte was judged to owe Ticketus £17.7m after a court battle

Related Stories

 

Whyte loses £18m Ticketus battle

 

"Fraudulent", "fanciful" and "not at all convincing": just some of the recent court findings about Craig Whyte.

 

It reaches the "inescapable conclusion" that if he didn't lie to his business partners, then he was either "reckless" or "negligent" in failing to tell the truth.

 

We learned last week that the former Rangers chairman lost a court battle with Ticketus, in which he was judged to owe £17.7m.

 

This week, the whole judgement, written by one Master Marsh, has been made available. And for those interested in the Rangers saga, Ticketus LLP versus Craig Thomas Whyte is a fascinating legal read. For Mr CT Whyte, it's an uncomfortable one.

 

But then, it seems Craig Whyte isn't given to reading documents very carefully, at least if this legal encounter is any guide, so it may not bother him much.

Fast-track

 

To recap briefly, Ticketus supplied Craig Whyte with £27m with which to secure control of Rangers Football Club two years ago. It has since gone into administration and then into liquidation, while its assets (the club, training ground, brand and Ibrox stadium) have moved on to new ownership.

 

Following the company's collapse, Craig Whyte is being sued by Ticketus. That football finance firm's owner, Octopus Investments, has successfully argued it was not just any creditor of Rangers, but had personal and company guarantees from Craig Whyte himself.

 

That's why they were in court in February, leading to this judgement. Ticketus/Octopus was arguing for a fast-track procedure rather than a trial, pleading that the chances of Craig Whyte succeeding at trial are more fanciful than realistic.

 

That's the case they won, though Mr Whyte says he will appeal. He has to do so by next week.

Disqualified

 

This case hinges on whether he misled Ticketus into the financing deal, by failing to tell them that he had been disqualified as a company director for seven years.

 

The evidence is that Ticketus/Octopus sent him a 'director's questionnaire' asking him directly if he had been disqualified.

 

The answer came back the same day, in February 2011, with a firm 'no'. But it also had a covering note: "I have attached the questionnaire. I'm not near a scanner right now, so it's unsigned".

 

Indeed, he went on to argue that the form had been filled in by his solicitors. Last week's court ruling points out this was a bit odd, in that the solicitors were not in a position to sign off a document asking about his state of health or potential conflicts of interest, let alone his past disqualifications.

 

And as Mr Whyte had been specifically pointed to two questions about regulatory investigations and disqualification, it was stressed that these were important to answer. Moreover, the form said to answer all questions "truthfully and without omission", with the signature to be applied above a statement that the form was "true, complete and not misleading in any way".

Rough draft

 

Craig Whyte's defence goes on: the document was only a 'travelling' or rough draft. That is, when he said 'no' to the disqualification question, he meant it only in a rough sense.

 

And still further: Whyte argued it would be "absurd" to lie to Ticketus because they could easily check that he had been disqualified.

 

As the court ruling points out, there is no searchable public record of such a disqualification (you might well ask: 'why not?') so Ticketus had to rely on Craig Whyte telling the truth.

 

This wasn't a minor oversight. As BBC Scotland disclosed in October 2011, and as the court ruling spells out in detail, Craig Whyte was disqualified in 2000 for an unusually long time.

 

In 1998, he settled for £150,000 when accused of "misfeasance, breach of duty and negligence".

 

The same year, Whyte faced disqualification proceedings in which he was accused of "misapplication of the assets of two companies to the detriment of their creditors".

Pleadings

 

But there's more. This court ruling uncovers even more bizarre pleadings from the former Rangers chairman.

 

He argued that he didn't know he was dealing with a company called Ticketus, but only with Octopus. This is despite an email being sent to him, which, the ruling points out, appeared to have an attached document referring to Ticketus some 22 times.

 

He argued that Octopus/Ticketus had agreed to help him recover control of Rangers, in the event that it went into administration.

 

He says this was verbally agreed at a meeting. Octopus/Ticketus replied no such meeting took place. In turn, Whyte offered no evidence that it did.

Reputational harm

 

And then the astonishing bit - Craig Whyte sought to counter-sue on the grounds that:

 

"He had lost the opportunity to profit from control of Rangers";

 

"He had suffered foreseeable reputational harm";

 

"And the rescue and retention of control of Rangers would have enhanced his reputation".

 

Stripped down, that means he was claiming it was Ticketus, and not Craig Whyte or, indeed, HMRC, that was to blame for him losing control of the club.

 

And that cost him dear. "It is widely understood," argued Mr Whyte's lawyer, "that the acquisition of a football club is a 'vanity purchase' by wealthy businessmen" - and therefore the loss of reputation through the failure of that football club ought to be recoverable.

 

Most bizarre of all, he seems to think that by collapsing Rangers and then picking up the pieces, his reputation would have been higher.

Damages

 

Maybe the appeals process will find a judge who agrees with Craig Whyte. But the judge in this fast-tracking procedure dismissed the counter-suit, found no evidence that Craig Whyte had been denied evidence he said he needed from Ticketus, and didn't hold out much hope for Craig Whyte's chance of success.

 

While he awarded £17.7m to Ticketus, the ruling points out that the company is going after a whole lot more - £27.1m in claim and costs, and a further £18.2m in damages.

 

Even if Ticketus can identify and recover £17.7m from Craig Whyte's complex financial web, it seems that the company may be back for a lot more.

 

By Douglas Fraser

 

http://www.bbc.co.uk/news/uk-scotland-scotland-business-22172913