Mr Green and Opportunity Knocks— For Aberdeen?

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For Clarity …… Edmiston House From the RIFC IPO ….. 12.1.6 Agreement …

Comment on Mr Green and Opportunity Knocks— For Aberdeen? by newtz.

For Clarity …… Edmiston House

From the RIFC IPO …..

12.1.6 Agreement in relation to the purchase of Edmiston House
RFCL on 20 November 2012 concluded legally binding missives with Charlotte Ventures
(Edmiston House) Limited (“the Seller”) creating an option in favour of RFCL to purchase
the subjects known as Edmiston House, 100 Edmiston Drive, Glasgow, G51 2YX comprising
the subjects registered in the Land Register under Title Numbers GLA28534 and GLA62016
(“Edmiston House”).

newtz Also Commented

Mr Green and Opportunity Knocks— For Aberdeen?
Lord Wobbly says:

September 4, 2013 at 9:09 pm

torrejohnbhoy(@johnbhoy1958) says: September 4, 2013 at 9:03 pm
Here’s a wee cryptic tweet from someone who’s normally well informed:
David Low @Heavidor
Here’s a Q; who sold Edmiston House & Albion Car Park? I’ve been told the answer but will have to check coz I don’t believe it.
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Charlotte Ventures (Edminston House) …….. (S)DM
£800K

Though I understand Lloyds split his mining and property groups up and took some as debt for equity


Mr Green and Opportunity Knocks— For Aberdeen?
I intended to post this at the time of the C release of the 5-way agreement, so I guess the superb analysis (Five) by The Football Life is another opportunity …. esp as the alleged £250k fee (raised by C earlier today) poses a further query ….

http://www.thefootballlife.co.uk/post/60008041287/five

I notice a potential discrepancy between the 5WA and the IPO document as illustrated below … though I must admit I am not sure if it is consequential or not ….. I will leave that to our learned guys/gals on here to ponder ….
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The 5 Way Agreement

2.3.1
Sevco shall become liable to the RFC Scottish Football Creditors in the sums due to date or which may hereafter become due (but in respect of such sums to become due only in relation to (i) outstanding instalments of transfer fees and(ii) sell-on clauses in transfer contracts for which Sevco receives the full or any part of the transfer fee and is liable to account to the original club for any sell on entitlement arising) to the RFC Scottish Football Creditors by RFC as if Sevco had always been so liable and Sevco shall from and after Completion pay to each of the RFC Scottish Football Creditors such sums as are or may be come due to the RFC Scottish Football Creditors in accordance with the subsisting contractual terms between RFC and each of the RFC Scottish Football Creditors (or such variation thereof as Sevco may hereafter agree with any of them) as if the relevant contractual terms had always been between Sevco and each of the RFC Scottish Football Creditors; and

2.3.2
RFC, Sevco and Rangers FC irrevocably renounce, waive, release and discharge any right and/or entitlement to any unpaid Fees and any other sums due or to become due howsoever arising, including without prejudice to the fore going generality, in respect of or related to season 2011/12 and earlier seasons and whether under and in terms of the SPL Articles and/or SPL Rules or otherwise, by the SPL to RFC, Sevco and/or Rangers FC and hereby agree that the SPL shall retain all such Fees and other sums due to use and apply as the SPL shall in its sole discretion think fit.

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The 5WA clearly sets agreement that both Oldco amd Newco irrevocably renounce, waive, release and discharge any right and/or entitlement to any unpaid Fees and any other sums due or to become due howsoever arising,

Further,

… and hereby agree that the SPL shall retain all such Fees and other sums due to use and apply as the SPL shall in its sole discretion think fit.

So it clearly states that Oldco/Newco have no claim over any fees or sums due ….. howsoever arising ….
Covering the question of the £250k fee as raised by C …

Does this not give rise to a potential caveat, since between them they have chosen to agree to exclude the HMRC debts (as falling to RFC defined clearly as THE RANGERS FOOTBALL CLUB PLC IN ADMINISTRATION), as football debts, yet seeming the £250k fine as a football debt …. Should that would be for courts to decide how to discriminate the basis of these fees/sums as it appears based on this agreement to be a definition outside the stated SFA rules and/or UEFA statutes ….. and potentially outiside their jurisdiction, or at least is based on legal opinion supplied, but not tested in court. So they appear to have chosen to cherry picked the £250k fine as a football debt to the exclusion of HMRC debt(s) arising to RFC(IL) ….I don’t know ! …. so offer for debate !

The Point I was originally poised to make though refers to the wording in the IPO …. esp the very last statement of this paragraph ….

—————–
IPO Doc (Page 25)

RFCL was incorporated on 29 May 2012 and acquired the assets of the Club from RFC 2012 plc on
14 June 2012 pursuant to an asset purchase agreement dated 14 June 2012 (the principal terms of which are summarised in paragraph 12.1.1 of Part XII of this document) (the “APA”). Under the APA RFCL bought the assets and business known and operating as “Rangers Football Club” but excluding the liabilities of RFC 2012 plc due to creditors (including any liability for sums owed by RFC 2012 plc to HMRC). However, further to an agreement between the SFA, SPL, SFL, RFC 2012 plc and the Company dated 27 July 2012 (the principal terms of which are summarised in paragraph 12.1.7 of Part XIII of this document (the “5 Way Agreement”), RFCL subsequently agreed to take responsibility for payment of all Scottish and other football creditors of RFC 2012 plc, which had not been settled by the administrators of RFC 2012 plc or by the SPL from monies held by SPL on behalf of RFC 2012 plc, as a condition of being granted SFA membership.

————————
Here, we see that RIFC have claimed to potential investors that ….

RFCL subsequently agreed to take responsibility for payment of all Scottish and other football creditors of RFC 2012 plc, which had not been settled by the administrators of RFC 2012 plc or by the SPL from monies held by SPL on behalf of RFC 2012 plc, as a condition of being granted SFA membership.

Yet the 5WA appears to state explicitly that RFCL take responsibility for such payments, and not to be the responsibility of the SPL …. (or the SFA or SFL as signatories) … ?

That the SPL subsequently did hold fees due to pay some of that football debt (from recollection eg Hearts … ?), again seems to be in contradiction with the agreement as they had no clear responsibility to do so … yet chose to do so ? …. have they muddied the waters and in doing so blown the 5WA … ?
Have they created a circular legal argument here if they did use any withheld fees/sums to help pay some of the football debt … Since RFC(IL) … irrevocably renounced, waived, released and discharged any right and/or entitlement to any unpaid Fees and any other sums due or to become due howsoever arising. … and accepted responsibility for any football creditors (debt) ….

Am I making sense ?

Maybe my recollection is wrong and no such payment of football debt occurred …. but that then raised the question …. why state such in the IPO ?

Though it may be argued that there is a get out clause in the last para of 2.3.2 of the 5WA ( … and apply as the SPL shall in its sole discretion think fit.), but does not seem to fit with the general agreement as laid out …. ?

Feel free to rip this post apart …. because I can’t get my head around it all …. !
And I’m a bit scatter brained at the mo …

Confused newtz


Mr Green and Opportunity Knocks— For Aberdeen?
justshatered says:August 31, 2013 at 10:35 pm

I’ve never understood the reluctance of so many people, who claim to know devastating details, to NOT publish their information.
———————————

@js
In case you refer to JI tweet – for starters …… JI talks of (allegedly) passing payment to a SARS agent in return for secret government files.
The US government take such action (including bribery of foreign officials ….extremely seriously…. Extremely … Especially, If conducted by a company operating in the US.
Jack’s Media House has an office in New York.
He is also a regular visitor there …..
Jack used to write a column ….. I like this one he wrote …
——————————————————————————
REGULAR readers of this column will remember that every time I visit New York, I get mistaken for the former mob boss John Gotti.

I’m told it’s something to do with my evil leer, sharp suits and greying locks.

It does have its upsides. I’ve yet to be asked to wait for a table in an Italian restaurant.

The down side is that lots of people would like to shoot me but, hey, I was brought up in Shettleston – I can handle that.
————–
Further ….

Note also Jack’s comment point 4(a) ……. one – coincidental …. !

But Jack uses the plural !
———————————————————————————-

No wonder this document was swiftly pulled above all others ………..

Jack does of course have a right to reply ………… He made a big play on that one ….. So … ?


Recent Comments by newtz

Beware the angry Shareholders — they might just demand an answer!
Exiled Celt says: (800) November 18, 2013 at 3:42 pm
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Sensible to flag any intrusion, esp after a download. Gives others clear warning to check and others with strong security to look closer and check / report.
Have caught a few after folllowing links to RM (Tut Tut), and was able to warn.
Cheers
Hey, Happy 800 …


Beware the angry Shareholders — they might just demand an answer!
Exiled Celt says: (799) November 18, 2013 at 3:20 pm
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Have checked with ESET Smart Security 4 (Bus edition) and latest signature database …
Performed new scan … just in case ….
All looks fine

newtz


The Immortality Project
@Eco, Neep 100BJD others

Just want to cover off the Novation discussion ….. postedd back in Aug
I have often referred to the document in question as the Patrick (Cannon) Doc(s) of FFW
I have oft goaded Charlotte into releasing this document or surrounding corresponadance …. Not a Peep !
Why ?
————
newtz says:August 16, 2013 at 6:27 pm

Castofthousands says:August 16, 2013 at 1:52 am

newtz says: August 15, 2013 at 11:55 pm
“……. ….. … … …. .. …. ….”
————————
You refer initially to Clause lA.2 of the Sale and Purchase Agreement. I had a quick skim of Charlotte’s version but couldn’t spot this clause. What page is it on?
——————————————————————————

Ah ha ….. you won’t find it CoT because that snippet is direct from the Regan letter to MM in response to CG letter …..
http://www.scribd.com/doc/160457671/SFA-reply-to-RIFC

So that tells us that there is an seperate SPA between RFC(IL) and Sevco Scotland ….. indeed Regan states such … and he has extracted a key statement for us …..

that Sevco 5088 Limited assigned to Sevco Scotland Limited “its whole right title and interest in and to the Offer Letter”

It’s starting to unwind at last …..

There would have had to have been a high burden of proof to convince D&P that such an assignation could happen …… I repeat …… A high burden of proof ….. without D&P being exposed to claims of collusion in fraud ….

I suspect that the audio where we hear IA on the phone to Patrick (FFW) and describing to CW where to sign …. is the assignation document ….. I have previously called it the ‘Patrick doc(s)’ ….. Why is Charlotte NOT releasing it ?? …. CW must have been given/sent a copy ….. otherwise he is a complete idiot ….. so far he has proven he is not !

The suspicion arises then that there is a further doc/agreement protecting CW’s interests …….

—————————————————————————————————————————

Charlotte ……. this raises serious questions ………. are you protecting someones interests ?
You can clear this up with a simple response ….. if you do not have the doc then there will be correspondance relating to it …….. yet nothing ………… or have we still to get to the Nuclear exit !

Or just tell me i’m …….. Wrong !
——————————————-

Another point I have been wanting to make …..
In all of the documents we have had sight of including Prospectus and interim accounts etc …. we seethe statement regarding Novation to Sevco Scotland, Not Once was the £NIL consideration mentioned. …… !!!
Slipping it in now does not quell the questions surrounding this … is it to cover the CW/AE claim ….. it won’t wash !


The Immortality Project
broganrogantrevinoandhogan says:September 13, 2013 at 10:55 pm

Exactly.
I meant to edit the prev post to include the date…. 29/5/2013

What/who exactly are they hiding ? ………..

@BRTH …. just a question …
What if any single beneficiary holds greater than 10% … ?


The Immortality Project
broganrogantrevinoandhogan says:September 13, 2013 at 8:54 pm

Ok, got it.

The number ties with the Oct filing which groups all shares alloted and ties in with the IPO doc.(I believe)
No change then.Still does not answer the original point ….


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