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Judge: Craig Whyte was characterised by dishonesty at Rangers


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A judge who banned former Rangers owner Craig Whyte from being a company director for 15 years said his conduct of the business was "characterised by dishonesty".

 

 

 

Lord Tyre gave a decision to impose the maximum ban on Whyte from the bench earlier in the week at the Court of Session in Edinburgh after Business Secretary Vince Cable brought a petition. His written opinion was issued today.

 

Whyte, 43, became a director at Rangers in 2011 but it went into administration the following year before being wound up.

 

Lord Tyre said: "Immediately upon his appointment as a director or Rangers the respondent (Whyte) caused Rangers to enter into the Ticketus agreement, for the sole or main purpose of facilitating his acquisition of Rangers by providing finance which was lent by Rangers to Wavetower, which in turn used it to repay Rangers' external debt, notably to Lloyds Banking Group."

 

"In effect, a significant proportion to Rangers' prospective income for the next three years was used to pay the bank and thus to fund the respondent's acquisition of the club."

 

"On the basis of the material placed before me, it seems to me that there is a strongly arguable case that this amounted to financial assistance prohibited by section 678 of the Companies Act 2006, and accordingly constituted an offence," said the judge.

 

Lord Tyre added: "In any event I am satisfied that the Ticketus agreement was entered into by Rangers, under the direction of the respondent, for the benefit of the respondent and not the company, and accordingly constituted a deliberate breach of his fiduciary duty as a director."

 

"The fact that this was done, knowingly, in breach of the express terms of the share purchase agreement enhances the reprehensible nature of the respondent's actings," he said.

 

It was argued that Whyte deliberately and dishonestly concealed the Ticketus deal, under which it got the right to sell three years season tickets for £24m, from other board members until its existence was found out by the company's financial controller from an independent source.

 

Lord Tyre said: "I am satisfied on the evidence that the allegation of dishonesty is established."

 

Whyte had told the independent board committee at Rangers that funding of the deal would come from him and an email was sent indicating that a British Vigin Island company owned by him, Liberty Capital, was a source of funding, the court was told.

 

He said Whyte held no board meetings and provided no information to other directors over the company's financial affairs, making it impossible for them to carry out their own duties as directors.

 

It was also alleged that there was a failure by Whyte to exercise rights, granted by Wavetower to Rangers at the time of the share purchase, to receive payment on demand of sums to meet playing squad costs and a sum due to HM Revenue and Customs, dubbed the Small Tax Case.

 

Lord Tyre said: "In connection with this aspect there is again an element of dishonesty on the part of the respondent, in that a letter sent on his behalf in January 2012 contained certain untrue statements concerning funds available to Rangers."

 

A further issue was the failure of Rangers under Whyte's ownership to meet its obligations to HMRC over PAYE, national insurance and VAT.

 

Lord Tyre said: "Acting to the exclusion of other directors, the respondent caused Rangers to stop making payment when due in respect of these liabilities from September 7 2011."

 

The commercial court judge: "By February 2012, when HMRC presented its petition for an administration order, a sum of around £10.5m had accrued in respect of unpaid tax and unapplied interest."

 

"Through his actings at the time of and after acquisition of Rangers, the respondent demonstrated a reckless disregard for the interests of the company to which he owed fiduciary duties," he said.

 

"His conduct of the business was characterised by dishonesty, in relation to disclosure of the true source of the funds used to purchase the company and repay the bank debt, and by wilful disregard for his duties to the company and to the other members of the board," said the judge.

 

He said that in acquiring Rangers and a subsequent sale of shares in Arsenal "he placed his own interests before those of the company".

 

"He knowingly permitted the company to trade using money owed to HMRC, " said Lord Tyre.

 

The judge said that Whyte has had also shown "a wilful disregard" for the duties of a director over record keeping and co-operation with the liquidator of a second company Tixway.

 

Lord Tyre said that little was known about Tixway, which went into liquidation in 2012, where Whyte was appointed as a director in 2008 following the ending of a previous seven-year ban as a director.

 

"It is clear from Tixway's bank statements that the company held funds. Entries in those statements strongly suggest that some of those funds were applied to meet personal expenditure of the respondent," he said "Tixway is estimated to have a deficiency of liabilities over assets of around £3m. In the absence of adequate records it is impossible to know how this deficit accumulated," he said.

 

Payments from a bank account included £395,991 to American Express and £414 to a butcher in Grantown on Spey, in Morayshire.

 

Lord Tyre said: "In my assessment, the conduct of the respondent in the present case consists of a combination of dishonesty, disregard for the interests of companies to which he owed duties and of the creditors of those companies, use of Crown debts to finance trade, misappropriation of company funds (at least in the case of Tixway) for private purposes, and wilful breach of a director's administrative duties, the effect of all of which is that the case can be regarded as quite out of the ordinary."

 

Whyte, formerly of Castle Grant, Grantown on Spey, and RueDe Tenao, Monaco, was not represented at the hearing where he was banned. An amendment to the court document was granted to state that his current place of residence is unknown.

 

http://www.eveningtimes.co.uk/news/u/judge-craig-whyte-was-characterised-by-dishonesty-at-rangers.1412337598

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