Podcast Episode 1

Corrupt OfficialPosted on1:24 am - Feb 19, 2014

To the legals out there, would this work?
I listened to the CG, CW, Peterjung tape again.
From about 28 mins, CG wants two forms signed. One English law, one Scots, but only one will be used. Deed of release forms.
“Even Sevco can’t use them until the assets are released”
“Patrick will hold them until you give him the nod”
Remember, the subliminal, “YOU are Sevco!”
Could the English deed of release have been Sevco 5088. The Scottish deed of release been Sevco Scotland.
Remember the immediate Ibrokes statement. “Sevco 5088 have bought the assets. All that is needed is for CW to give the nod. He does, and Patrick uses the Sevco Scotland deed of release. Switcheroo complete.
Is a novation doc still needed?
I don’t recall CW’s LBA mentioning anything about a novation doc, but that CG changed the name of Sevco S. Instead of 5088.
I do not have a copy.

Long Time LurkerPosted on7:12 am - Feb 19, 2014

Has the Club/Company [delete as appropriate] moved to take legal action against Phil yet for his comments? Has any statement been made to the AIM?

It appears to be accepted knowledge that money is being burned at a great rate, with no match of cash injection.

With TGEF on the horizon with a significant doubt as to who owns the assets – little chance of a cash loan at a reasonable rate.

I would imagine that now that the @CharlotteFakes materials will be released in open Court there are a few squeaky bums. How many people will move to try and save their own skins?

Unless there is massive cost cutting and a significant cash injection, the future looks very bleak. What are the chances of significant cuts and a loan happening?

Tick, tock…

Perhaps liquidation is inevitable, a scheme to put the assets outwith the reach of TGEF?

erniePosted on9:06 am - Feb 19, 2014

john clarke says:
February 19, 2014 at 1:01 am
====================
JC best wishes to you and your family. It’s all that counts really. Hope my previous wee joke was not overly clumsy.

CampbellsmoneyPosted on9:28 am - Feb 19, 2014

Allyjambo says:
February 19, 2014 at 9:09 am
Was it actually made clear that all CF’s material can be used, and not just the tapes?

——————————————————————————————————————————————–
Obviously I wasn’t there but presumably the ruling is that if any party to the proceedings wishes to put forward in evidence any of the “CF material” then the court will allow such “material” to be presented.

Another party may then wish to cast doubt on that evidence by saying (for example) – “can you prove that that is the voice of Mr Yellow?” “When was this recorded?” “for what purpose?” “who knew it was being recorded?” “where did you get that copy of those emails?” “can you prove that that email that purports to come from Mr Red is actually from Mr Red” etc etc etc etc.

When we talk about about “CF material”, what do we actually mean? There have been a lot of “charlottes”
over the months. There have been tapes and documents. Not all have come from the same source. Just because someone has “charlotte” in their name doesn’t mean its the same person/source. Otherwise we might find that the court has a lot of recordings of an angelic voiced Welsh songstress to work through as well as other stuff.

Is anyone able to summarise what it is considered “charlotte” has told us/established?

iamacantPosted on9:44 am - Feb 19, 2014

The Record reports “that police last week dropped their objections to the recordings being used as evidence and that Craig Whyte himself had no issue with them being heard”

Would Police Scotland answer the question as to why they dropped their objections or would they hide behind the probable reply of “Sorry we cannot comment on an ongoing court case?”

ecobhoyPosted on10:09 am - Feb 19, 2014

neepheid says:
February 19, 2014 at 9:32 am

Very interesting and possibly crucial spot neepheid ❗

ecobhoyPosted on10:37 am - Feb 19, 2014

upthehoops says:
February 19, 2014 at 7:11 am

You have to wonder why only the Daily Record has started to publish some details of Charlotte material. Last year a prominent broadsheet Journalist told me only Leveson prevented them from writing about it, but as far as I’m aware his paper has not even reported the Judge’s ruling on the material being used. This begs the question whether Leveson was nothing other than a convenient smokescreen. For every paper to report on this material would then lead to phone ins having to discuss it, and that would have to include the role of the SFA in it all. Quite why the media don’t want as clean a game as possible is beyond me.
===================================================================
I fell out with a long-term SMSM journo pal who peddled the Leveson nonsense as the excuse for not doing anything. We still don’t talk 😎

However it prompted me to ask, I think it was 5 journos at the time, the reason why they weren’t using CF material or even alluding to it as I could see absolutely nothing legally to prevent knowledge gained from the material being used to ask very searching questions of the main parties without even mentioning CF.

Quite surprisingly I received 5 different answers although with an element of crossover. So did that prove there was no conspiracy at work in the SMSM to ignore the CF revelations?

One might jump to the conclusion that an organised conspiracy would tend to coalesce round a central and common theme which wasn’t the case as revealed by my totally unscientific ‘straw-poll’.

But for me, perversely as usual, what made me believe something was rotten to the core in our wee country was the answer that was ‘missing’. Not one journo said the Editor had decreed the material wasn’t to be used. In any story as important as The Rangers one, especially with a dramatic development like CF, decisions would be taken at a senior editorial level as to whether the story runs and the ‘line’ to be taken. That’s normal and that’s how it works.

IMO they were and there’s nothing wrong with that because they happen day and daily in the news industry and although an individual journo might be p*ssed off at his Worldwide Exclusive being ‘spiked’ it’s part of the job and he’ll get drinks bought for him in the pub to soothe his ruffled feathers and more importantly his/her ego as they think of the Press Award that has slipped from their grasp.

The point being is it’s no big secret – OK it might not be widely broadfcast but journos are not an island and people working with them or close to them will know about the story and a management/editorial decision to bury it and sometimes there can be good reasons for doing so and not simply because it will hack-off your biggest advertiser.

The difference with CF is IMO that the decision to ignore was taken at the highest levels and I’m sure that it was never ever explained in detail to journos. They were just instructed to ignore the material and that was that ❗

easyJamboPosted on11:18 am - Feb 19, 2014

Danish Pastry says: February 19, 2014 at 10:59 am

Anyone know who the “Patrick” is who drew up the documents?
===================================
I think it was lawyer Patrick Cannon of Field Fisher Waterhouse.

BartinMainPosted on11:21 am - Feb 19, 2014

Looks like cheerio to Sevco 5088. Application to strike off made by sole remaining director Green yesterday. Can we assume Whyte has been paid his go away fee?

CastofthousandsPosted on11:30 am - Feb 19, 2014

At the risk of fanning the flames.

ecobhoy says:
February 18, 2014 at 10:56 pm

” Where is there any evidence that Zeus loaned £8.5 million and why would they need to when the price for the Rangers business and assets paid to D&P was only £5.5 million.”
——————————-
Could this be related :

http://www.scribd.com/doc/141736878/imran-rafat-craig-aidan-chris

================
neepheid says:
February 19, 2014 at 9:32 am

” Is there a full transcript of this audio clip anywhere?”
——————————
https://soundcloud.com/peterjung1/charlotte-fakeover-charles-1

===============
barcabuster says:
February 19, 2014 at 1:24 am

“I don’t recall CW’s LBA mentioning anything about a novation doc, but that CG changed the name of Sevco S. Instead of 5088. I do not have a copy.”
—————————
This is not the Letter Before Action (Claim) but it does purport to be the legal advice upon which the claim was made. In some ways it may be more informative.

http://www.scribd.com/doc/142204728/Letter-on-Worthington-Claims-Final

=============
Campbellsmoney says:
February 19, 2014 at 9:28 am

“Is anyone able to summarise what it is considered “charlotte” has told us/established?”
————————-
She claimed to be in possession of 150,000 documents but never revealed how they were obtained. It could be a Craig Whyte PR stunt but the alternative involves CW failing to keep up payments on a computer domain name. A method was elucidated whereby sought after domain names might be ‘phished’ as soon as they became available. If this was the method used, it is not clear if Charlotte’s acquisition was accidental or deliberate.

Charlotte seemed to suggest some level of ignorance concerning the material in her possession. She certainly had some insight because the releases were usually accompanied by a cryptic comment like “What Murray knew”. She stopped short of leading the narrative however which could be read in two ways:

1. She (He) did know the whole story and was allowing the blogosphere to fill in the blanks, thus creating an attention grabbing firestorm of speculation.

2. She was slow to realise the implications of the material in her possession and relied on the cyberspace frenzy to inform her own investigations and subsequent releases. There were some document releases (UEFA licensing) that did appear to occur in response to online speculation.

So I don’t think a succinct summary can be provided. If it was CW then he handled the process well as we are still in doubt about motives (perhaps less so given ianagains’ visual aid). It contrasts starkly with Stockbridge’ attempt to discredit Malcolm Murray using video footage. You couldn’t make it up but as CW has also obtained film rights as part of the transaction, perhaps he had a budding scriptwriter in on the deal.

CampbellsmoneyPosted on11:55 am - Feb 19, 2014

Regarding Floating Charges

Floating Charges are not like other securities. In fact, they are such an odd beast in Scots law that they had to be created by statute only 30/40 years ago. The English have had them for a lot longer but being a right-thinking legal jurisdiction, Scotland had no truck with such nonsense.

A Floating Charge is a security granted by a company that “floats” over the assets of that company. The actual term is that it floats over the “property and undertaking” of the company. Basically that means it catches everything that the company has (more or less).

That is one way in which a floating charge is different from other securities in Scots law. Other securities are in respect of a named asset – for example the mortgage over your house is over 1 Mount Florida Way, Glasgow. If you put an asset into pawn (this is pledge in Scots law) the security is over that specific asset.

Floating Charges are different. They catch whatever is in the property or undertaking of the company from time to time. Assets come in and assets come out. What matters is what is there when the Floating Charge “crystallises”. A Floating Charge will crystallise when a receiver is appointed (unlikely now because of a change in the law in 2003) or when an insolvency event occurs.

This is significant. Compare the following two situations.

Company A owns one asset. Land and buildings at 14 Walter Way, Glasgow. It grants a Standard Security (the posh name for a mortgage) over that property to its bank.

Company B owns one asset. Land and buildings at 15 Walter Way, Glasgow. It grants a floating charge over its whole property and undertaking (which actually only comprises the property at 15 Walter Way) to its bank.

On the insolvency of company A and company B, the bank will actually get more of a return out of company A’s insolvency because of the way the ranking of fixed securities and floating charges works. But that’s not important right now. The significance comes with what happens if the properties are transferred.

If Company A transfers the property without discharging the Standard Security, the Standard Security remains on the property and any purchaser who acquires the property will find that if Company A does not repay the debt to the Bank, then the property remains liable to be repossessed by the Bank.

However, a purchaser from Company B will be free of the Floating Charge. The Floating Charge cannot “bite” on the assets of the purchaser. That is a fundamental difference between fixed securities (such as Standard Securities) and Floating Charges.

I raise this because from time to time I see suggestions that the Oldco Floating Charge can somehow be impacting upon or operating upon or be relevant to the assets of Newco. It simply cannot be. Floating charges don’t work like that.

ecobhoyPosted on12:07 pm - Feb 19, 2014

Smugas says:
February 19, 2014 at 11:58 am
BartinMain says:
February 19, 2014 at 11:21 am

Looks like cheerio to Sevco 5088. Application to strike off made by sole remaining director Green yesterday. Can we assume Whyte has been paid his go away fee?

Only one of several possible variations but, you’d have to hand it to Craigy – bought the shooting match for a quid and his innocuous holding company at suitable arms length about to be offered a stadium and a traning ground for, ooo, lets go for £1 again for maximium irony. And a pie!
===========================================================
Green tried the same trick back in December 2012 and failed because Wee Craigie and Earley joined as directors and stopped Green’s winding-up petition.

I dealt with it at:
http://scotslawthoughts.wordpress.com/2013/09/09/mystery-directors-and-the-rangers-sevco-5088-switcheroo-by-ecojon/#comments

Green’s latest move raises the point whether the Board of RIFC Plc has given Green permission to ditch Sevco 5088 – a subsidiary of RIFC Plc – or does the Board actually know anything about it?

Who says Green or even Craigie has ever actually gone away? They never will IMO as long as the shadowy offshore investors remain unmasked pulling their strokes in the background.

I truly am beginning to think Wallace is totally out of his depth and must be wondering why he allowed himself to be sucked into this morass and the reputational damage that might ensue.

Hoopy 7Posted on12:22 pm - Feb 19, 2014

If Sevco 5088 have only 1 director and that is Green then the next move is CW’s to assert his right to the company.
I have always been of the opinion that CW does indeed have a valid claim to the assets and that if that is so then all that followed by raising the money through an IPO was a fraud for which serious jail time beckons.
Perhaps this is the real reason that RIFC could not raise any funds against the assets.
Only time will tell but if Phil’s new post is an indicator surely they are in the death throws.

On the other hand if everything was above board and the money has been spent surely the shares should be suspended if the only source of trading income which the plc has is going under.
One thing for sure interesting times ahead.

davythelotionPosted on12:28 pm - Feb 19, 2014

john clarke says:
February 19, 2014 at 11:19 am
&&&&&&&
Journalists develop a symbiotic relationship with their sources. They become dependent on a steady flow of stories from the organisations they are supposed to report on. This has evolved into hacks simply attaching their byline to press releases ( Motherwell Born Billionaire, anyone?). As the hacks become more reliant on this steady stream of PR, so the power shifts away from them along with their independence. Hacks now have to tread warily when reporting on the source of much of their day to day material. One slip of the keyboard could see the tap turned off, and, God forbid, they’d have to go out and find stories! The foreign travel, the boardroom hospitality access and the kudos of being in the ‘inner circle’ are also endangered. Media advisers would make it very clear what was acceptable and what was embargoed.
The only explanation for the lack of reportage in relation to CF, either the material itself or the identity and source of CF or that there is clearly some form of high level jiggery pokery going on or even the veracity of the material itself are all newsworthy in their own right.
Journalists, with few exceptions, are more aware of their mortgage and lifestyle than they are of reporting what’s really going on.

Paulmac2Posted on12:51 pm - Feb 19, 2014

iamacant says:
February 19, 2014 at 9:44 am
The Record reports “that police last week dropped their objections to the recordings being used as evidence and that Craig Whyte himself had no issue with them being heard”

Would Police Scotland answer the question as to why they dropped their objections or would they hide behind the probable reply of “Sorry we cannot comment on an ongoing court case?”
……………………………………………………………………………

I would imagine they have dropped their objections….due to their investigations.showing no crime committed in how the documents and audio were acquired….as supported by CW having no objection…

Corrupt OfficialPosted on12:54 pm - Feb 19, 2014

@neepheid.
Thanks for the LBC bud. I am in my phone at the moment, and will get it tonight.
I am not too bright on company law, but I couldn’t help get the feeling the novation doc was a blind alley.
I also didn’t think D&P would be so obvious, to sell to CG. without proper written authority, so u was trying to find another mechanism by which they could do so.
The liquidation sale, was a two part affair, and conditional on the failure of a CVA bid.
If memory serves, 5088 provided the £8.5m funding letter, and paid the security fee, which guaranteed their bidding status.
I was thinking that the deed of release, may have been used to relieve 5088 of that status.
This would free D&P to sell to CG, as they then had no obligation to 5088.
Ticketus had been done over, in a cross border deal, and I feel the legals would have been lax in the extreme to allow another, although the idea it could happen, was planted.
Now we have CG, in possession of two signed docs, gained under a flimsy, but plausible guise, when only one is required.
Patrick doesn’t have to be aware of the scam. All he needs, is for CW to “give him the nod” to issue the Scotland doc. As soon as he hears the 5088, Ibrokes announcement, he would eagerly do so.
Then CG & D&P can complete their deal, free from 5088 encumbrance.
The sale was not complete at the time of the Ibrokes announcement. But the assets were released for sale.
The con hung on the Ibrokes announcement to the media, from which CW gave, at arms length “The nod”
That is why 5088 may be important, but not because novation was required.
I think you are right when you say a legal would be required to examine the scenario.

MoreCelticParanoiaPosted on1:04 pm - Feb 19, 2014

ecobhoy says:
February 19, 2014 at 10:06 am
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iamacant says:
February 19, 2014 at 9:44 am

The Record reports “that police last week dropped their objections to the recordings being used as evidence and that Craig Whyte himself had no issue with them being heard”

Would Police Scotland answer the question as to why they dropped their objections or would they hide behind the probable reply of “Sorry we cannot comment on an ongoing court case?”
=========================================================
Much more likely the reason would be that the cannot comment on an ongoing investigation or on operational matters. And quite rightly they cannot comment on such matters
______________________________________________

I may be extremely niaive but what does it have to do with the Police?
And why would the Police want evidence removed from consideration that does not directly involve them?

davythelotionPosted on1:08 pm - Feb 19, 2014

Smugas says:
February 19, 2014 at 1:01 pm
&&&&&&&
Then, as now, they will be known as ‘king rangers!

seminalPosted on1:20 pm - Feb 19, 2014

Barcaburster,

A brilliant piece of dedective work. I think you might have nailed it. I have listened to that tape at least twice and never spotted the relevance of that part of the conversation. I think it is vital.

Who ever came up with the existence of a “deed of novation”? I have never seen or heard any evidence of one existing other than on these pages? Was it part of some other Charlotte docs, or was it something someone speculated on once and became part of the canon of groupthink?

I think using a deed of release (signed by CW under false pretences) would make for a “cleaner” scam for CG and avaoids the need of requiring D&P agreement as in the case of a DoN.

Again, Barcabuster, well done for the best piece of original work here for a number of weeks.

SmugasPosted on1:30 pm - Feb 19, 2014

No MCP, not my point at all. Based on PMG’s blog…

McCoist’s play was to put it to the loyal that £30m would make them competitive again, on the basis that they were previously competitive (ignoring some minor fracas over some tax, contracts and level playing field nonsense that nobody is really interested in anyway (and on that point THEY had cheap loans and illegal securities anyhoos 😈 )) then lost, nay had ripped from their comforting bosom £30m of players (his valuation, and ignoring that 7(?)m was actually paid for for jellywitch) thus to receive £30m makes them good as new. Well it does if you Ignore, of course, the minor point that with unaddressed annual losses of £14m they’re still dead in the water but heh they’ve not reported it for the last 30 years, why bother now?

Then, completely separately, and as if by chance, the record exclushive reports £30m is on its way from South Africa.

What is Sammy Mechanic’s obvious response? “Senga, break oot the tea chest, I’m off for ma season ticket” Note, for this policy to work the £30m a/ doesn’t need to arrive any time soon*** and b/ doesn’t even need to state its precondition – which if King has any sense will be in the shape of a secured loan.

McCoist may have unwittingly developed an escape hatch. I do not believe that was his original intention. If it was, well at least he’s learning!

*** however, any chance of a wee advance, yours etc G wallace

EDIT: Meant to add…and on the basis that security no longer seems to be available, or would be a second charge only, that would tie in with the deal falling through. And that leaves GW with just the one option……

ecobhoyPosted on1:50 pm - Feb 19, 2014

Re: Deed of Novation

I think it worth remembering that most internet bampots including myself got all excited quite some time ago over the fact that a Deed of Novation didn’t exist and by the time the dust settled we realised that the deed of novation wasn’t to do with the transfer of any rights from Sevco 5088 to Sevco Scotland but apparently only dealt with transferring the responsibility for the repayment of Imran’s loan to Sevco 5088 from that company to Sevco Scotland.

Looking back I think that is possibly why we became fixated on the deed of novation and when we realised it wasn’t as important as it seemed we tended to drop it – I know that’s what I did.

So Barca’s find – which I apparently wrongly thought was Neepheid’s – is important and was hidden in plain sight which is always the best camouflage. I assume it came into play when the APA was completed on 14 June 2012 by the three parties: Sevco 5088, Sevco Scotland, and D&P. In other words the Deed of Release formed part of the APA.

Davie BPosted on1:59 pm - Feb 19, 2014

Annual return for Sevco 5088 filed at Co House today – 1 month early – with a statement of capital of £1. From memory this contradicts the earlier filing of 10m shares.

Either CW has his payoff or new forms to be filed I would guess.

neepheidPosted on2:14 pm - Feb 19, 2014

ecobhoy says:
February 19, 2014 at 1:50 pm
3 0 Rate This

Re: Deed of Novation

I think it worth remembering that most internet bampots including myself got all excited quite some time ago over the fact that a Deed of Novation didn’t exist and by the time the dust settled we realised that the deed of novation wasn’t to do with the transfer of any rights from Sevco 5088 to Sevco Scotland but apparently only dealt with transferring the responsibility for the repayment of Imran’s loan to Sevco 5088 from that company to Sevco Scotland.
===================
I can’t access all my old stuff right now, but I do remember clearly the missing deed of novation, which in the end just related to Ahmed. However I am as sure as I can be that the same leaked minutes of a board meeting did confirm that the assets of RFC found their way to Sevco Scotland by way of a deed of novation. And given that the original agreement for sale was between D&P and Sevco5088, how could it have been otherwise?
Could anyone provide a link to those board minutes?

SmugasPosted on2:49 pm - Feb 19, 2014

I’m right in saying that in a football sense (whilst its still early in the first half) that IF it’s voluntary liquidation and asset sale to a new company then its up to 25 points deducted from TRFC – and for simplicity just assume they get to the end of the season and then, as part of the asset sale the transfer of the membership/licence (sorry auldheid!) is “at the board’s discretion” yes? My question obviously being, from a footballing sense, is the league of entry also subject to the boards decision or is assumed promotion automatic?

CastofthousandsPosted on3:02 pm - Feb 19, 2014

Peter Jung’s Soundcloud file is currently unavailable. Hopefully its just some maintenance on the site rather than it having been ‘burned’. Even if it has been taken down, readers may have downloaded the file for their own delectation. I’m a bit reticent about posting too much stuff in case it just identifies its source location and leads to it mysteriously being deleted. Again, many readers may have a copy of documents and this may allow conversations about them to take place without the document location itself being posted.

Perhaps this is why Charlotte ceremoniously deleted her tweets, to cover her tracks whilst still leaving the imprint sitting out there in cyberspace.

Barcabuster, neepheid.

Another slant on the separate 5088 and Scotland documents is that for a contract to be valid, consideration (payment) would have to be made. CW had the funds channeling through Simply Stockbroking, where Imran Ahmed was ensconced. The speculation concerning novation likely arose since not only was CW’s right to buy RFC (IL) apparently stolen but the funds to execute the deal were similarly annexed. I don’t think Charles Green necessarily had the £5.5M in readies lying around to do the deal himself. So if CW arranged the funds then he would perhaps be able to show where the consideration for the deal was coming from and that he was in control of said funds.

Whether the 5088 or Scotland document was used, the money was still required to make it happen. Simply Stockbroking were registered in England I suspect, so even if the assets being purchased were in Scotland, if the money was held in an English company then would English Law not be applied to assert the rights to these assets?

I’m not sure which board meeting you are referring to neepheid. The one on 9th May 2012 makes no mention of a novation. What it does say is “Debenture waiver in the event of a CVA”. Debenture was mentioned in the audio as well when CW was signing the papers. I wonder what this debenture does?

Campbellsmoney, what is a debenture for?

CampbellsmoneyPosted on3:15 pm - Feb 19, 2014

” Debenture” can mean many things.

In this case I would imagine that it means the floating charge. “Debenture” is used by English lawyers to denote a security document granted by a company containing securities over all of its assets. In England you can create all sorts of charges that you cannot do in Scotland. These charges (which will include a floating charge) are contained in one “debenture” in England. So when the English talk about a “debenture” in respect of a Scottish company they are invariably forgetting that Scottish companies can’t grant debentures in the way that English companies can.

CampbellsmoneyPosted on3:18 pm - Feb 19, 2014

Castofthousands says:
February 19, 2014 at 3:02 pm
Another slant on the separate 5088 and Scotland documents is that for a contract to be valid, consideration (payment) would have to be made.
————————————————————————————————————————————-
That is not correct. There does not always have to be consideration. Scots law and English law are different on this (Scots law does not require consideration and English law does not always require it).

CampbellsmoneyPosted on3:20 pm - Feb 19, 2014

Bryce Curdy says:
February 19, 2014 at 2:55 pm
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‘A propos’ Phil’s latest, am I the only one scratching my head at the idea of the IPO money running out, and the £2.5 million credit facility being used up? Sevco have income and they have expenditure in the same way all of us do. They either have cash or they do not have cash. The idea that (for example) Ian Black’s salary is paid from money raised from the IPO while the electricity bill is paid from the credit facility is utterly ridiculous.

————————————————————————————————————————————–
That’s right Bryce it is ridiculous – just as well no one said it.

Moving on now.

easyJamboPosted on3:47 pm - Feb 19, 2014

neepheid says: February 19, 2014 at 3:31 pm
—————————-
From the minutes of 31/10/2012 (there may be some typos – it was converted from an image to text by an OCR convertor program)

There is no mention of the word novation other than in relation to the Imran Ahmad Loan Facility

5.2 It was noted that prior to completion of the APA various investors (“Original PIacees”) had signed placing letters for the allotment of ordinary shares in the share capital of Sevco 5088. The Original Placees had advanced placing monies for the allotment of placing shares in Sevco 5088 conditional upon the completion of the APA by Sevco 5088 as the purchasing entity.It was noted that a few days prior to the completion date of the APA on 14 June 2012 the directors of Sevco 5088 had, following the receipt of tax advice and considering the commercial objectives for the acquisition of Rangers, decided to establish the Company for the purposes of making the acquisition of Rangers pursuant to the CVA or APA. The directors of Sevco 5088 established the Company on the basis that the shareholding and board structure would be the same as existed for Sevco 5088. The Company entered into the APA and acquired Rangers (with Sevco 5088 and the Administrators of RFC 2012 plc being parties to the APA in addition to the Company to provide written consent to the change of acquiring entity).

5.3 It was noted that the Original Placees had given their oral consent to the directors of the Company prior to completion of the APA for the assignment of their placing letters from Sevco 5088 to the Company and the transfer of the placing monies from Sevco 5088 to the Company for the purposes of enabling the Company to acquire the assets and business of Rangers pursuant to the terms of the Offer Letter.

neepheidPosted on4:37 pm - Feb 19, 2014

Easyjambo,many thanks for that.

I would interpret the last paragraph of 5.2 of the minutes as referring to a Novation agreement, although it isn’t actually called that. I simply don’t see how the switch could have been legally carried out without a Novation agreement.

The following is an extract from a post by Newtz, dated 8 September at 4.31pm.

=======================
Further supporting Notes from RFCL Board meeting 31th Oct 2012

5.2
It was noted that prior to completion of the APA various investors (“Original Placees”) had signed placing letters for the allotment of ordinary shares in the share capital of Sevco 5088.

The Original Placees had advanced placing monies for the allotment of placing shares in Sevco 5088 conditional upon the completion of the APA by Sevco 5088 as the purchasing entity. It was
noted that a few days prior to the completion date of the APA on 14 June 2012 the directors of
Sevco 5088 had, following the receipt of tax advice and considering the commercial objectives
for the acquisition of Rangers, decided to establish the Company for the purposes of making the
acquisition of Rangers pursuant to the CVA or APA. The directors of Sevco 5088 established
the Company on the basis that the share holding and board structure would be the same as
existed for Sevco 5088. The Company entered into the APA and acquired Rangers (with Sevco
5088 and the Administrators of RFC 2012 pic being parties to the APA in addition to the Company to provide written consent to the change of acquiring entity).

5.3
It was noted that the Original Placees had given their oral consent to the directors of the
Company prior to completion of the APA for the assignment of their placing letters from Sevco
5088 to the Company and the transfer of the placing monies from Sevco 5088 to the Company
for the purposes of enabling the Company to acquire the assets and business of Rangers
pursuant to the terms of the Offer Letter.

Note:(newtz)
D&P (as officers of the court) would need to be provided with documentation demonstrating with a ‘high hurdle of proof’ that such a switch was legal. This document has never been produced.
Is written consent sufficient. Who were the signatories

[Extract from the Final Claim Document (Worthington)

The transaction (either disposition of the assets or the benefit of the CVA Agreement) would also appear to have been carried out in breach of s190 of the Companies Act 2006 which requires shareholder approval for a transaction of that value with a company connected with a director. That means the transaction is voidable on the application of Sevco 5088 unless the rights of a bona fide purchaser without notice would be affected. Clearly Sevco Scotland is not a bona fide purchaser without value.

It is important to note that Green has never provided a proper and accurate explanation of the transaction between Sevco 5088 and Sevco Scotland. He should be asked to provide that explanation and provide a copy of the relevant agreements, which belong to Sevco 5088.

==============================

bad capt madmanPosted on5:17 pm - Feb 19, 2014

Tom Nairn in 1970, adapted from Diderot said “Scotland will be reborn the day the last minister is strangled with the last copy of the Sunday Post.”

Maybe Scottish football will be reborn the day the last SFA president is strangled with the last copy of the five way agreement.

Just a thought.

CastofthousandsPosted on5:32 pm - Feb 19, 2014

futbol says:
February 19, 2014 at 3:05 pm

“…Sevco 5088 Limited entered into agreements for no consideration to legally reassign its beneficial interest in funding placing letters held and to novate the trade and assets purchase agreement…”
—————————–
That was a good spot futbol. I’ve never felt entirely comfortable that this statement sits happily alongside Craig Whyte’s Letter Before Claim (Action). It depends on whether this is a real dispute or just smoke and mirrors. Ticketus (Octopus) pursuit of CW could similarly just be a method of providing legal basis to claim whatever assets CW might possess that would satisfy their damages.

I’m not even sure we should be doing the Royal Courts and SMSM work for them but it is a strangely fascinating pursuit.

Campbellsmoney, thanks for keeping me right.

sarantseville 03Posted on5:39 pm - Feb 19, 2014

Ecobhoy at 2.00pm
Thanks for the reminder.
Why is no one of a blue persuasion(and MSM / SFA) interested in all of this??? I’ll answer…because the whole house of cards would come tumbling down. Thanks to all our super sleuths for continually exposing this on going sham. The truth will out.