Comment on The Immortality Project by HirsutePursuit.
Billy Boyce says:
September 6, 2013 at 5:55 pm
10 1 Rate This
September 6, 2013 at 5:05 pm
What did the original share certificate in rfc say? Does anyone have a copy?
If you’re interested, here is the original Certificate of Incorporation & Articles of Association
Don’t show the top of page 8 to Jim Spence. He’ll only get himself into more trouble. 😀
The Immortality Project
john clarke says:
October 3, 2013 at 11:59 am
Following the extensive marketing of the Company and the extensive sale process, an offer was made by Sevco 5088 Limited (―Sevco‖) to make a loan on certain terms (explained below) in conjunction with the purchase by Sevco of the Group Shares.
4.18 Having considered the offer from Sevco and compared it to other offers received for the Company / business and assets, the Joint Administrators determined that the Sevco offer was preferable because it:secures the best available return to creditors of the Company; and proposes a CVA in respect of the Company, the benefits of which are outlined in paragraph 2.10.
4.19 Consequently, on 12 May 2012, the Joint Administrators agreed and signed an offer letter with Sevco (―the Offer Letter‖) and granted Sevco exclusivity to complete a takeover of the Company or a purchase of the Company‘s business and assets by 30 July 2012. Sevco made a payment of £200,000 to the Company for such exclusivity.
Simply for the avoidance of doubt. The contracting party with D&P was Sevco 5088 Ltd.
The Immortality Project
October 2, 2013 at 10:57 pm
I think the answer is likely to be in the minutes of 29th May
The Immortality Project
Some context for latest twitfest:
BUSINESS OF THE MEETING (29th May 2013)
3. POSITION OF CHAIRMAN
3.1 It was discussed and unanimously agreed that Walter Smith should assume the position of Chairman of the Company. An announcement was agreed by the Board and released the following day.
4. GENERAL MEETING STRATEGY
4.1 Craig Mather had questioned Chris Morgan and James Easdale on the reason for the resolutions to remove directors and was told that in relation to Malcolm Murray it was due to their concerns over leadership and in respect of Phil Cartmell it was due to him being seen as too closely aligned with Cenkos and being too far removed from the business in Scotland. The proposed resolutions also included the appointments of James Easdale and Chris Morgan. These were discussed and the consensus reached was that it would be good to avert the GM if possible by reaching some form of compromise. Ian Hart did not consider the appointment of James Easdale to be sinister. Bryan Smart, Craig Mather and Brian Stockbridge agreed based on the information that they had seen. It was agreed that Phil Cartmell would discuss with Cenkos the suggestion that the Board appoint James Easdale. None of the Board was supportive of a resolution to remove Phil Cartmell.
5. THE POSITION OF CENKOS
5.1 The position of Cenkos was discussed and it was unanimously agreed by the Board that the quality of the advice received from Cenkos had been below the standards expected. Charles Green considered that, as a director, he had been improperly excluded by Cenkos in certain communications. Craig Mather expressed deep concern that Cenkos had arranged meetings with Paul Murray and specifically requested that certain of the Non Executives refrain from speaking to the Executive directors about this. Craig had raised the matter with Stephen Keys directly who apologised and accepted that this was not ethical. Bryan Smart considered the performance of Cenkos had been poor and thought that Stephen Keys had handled matters weakly. Ian Hart was disappointed that Cenkos had tried to bring people on to the board and considered that this was a matter for the Board to decide rather than for the Nomad. Phil Cartmell considered that most advisers were the same and that it would not be a problem to appoint another adviser if the Board considered it appropriate but that now was not the right time. Walter Smith suggested that the board position and stability should be resolved first and then the Board should assess how Cenkos act. Brian Stockbridge agreed that the Nomad performance of Cenkos had not been high but considered that Cenkos had gone through a difficult time with all of the AIM issues that had arisen and that it would not be appropriate to change Nomad at this stage. It was agreed that Phil Cartmell would report the views of the Board to Cenkos.
6. THE INVESTIGATION
6.1 Bryan Smart explained that he had limited the access to the report by Malcolm Murray and Charles Green because Malcolm had directed the report in a way that was outside the scope of the review and Charles was about to leave the board. Since the report is subject to legal privilege it is vital that the report does not leak out causing the whole exercise to have been a waste of money. Bryan explained that he had taken legal advice and that this position was justifiable in order to preserve the integrity of the report. The Board agreed with this approach.
6.2 The Board discussed a revised letter of Claim that had been received from Craig Whyte and it was decided that Pinsent Mason would complete a second report update taking into account the new information received and would then pass this information over to Allen & Overy who is advising the Company on the claims from Craig Whyte. It was explained that the conclusions from Pinsent had not changed following receipt of the revised latter of claim. A shorter revised announcement to the market setting out the position that Craig Whyte had no claim on the assets of the Club and that there were no links with Existing Rangers employees was agreed at the Board meeting and released the subsequent day.
7. CASHFLOW REPORT
7.1 The consolidated budget and cashflow forecasts for the Year to 30 June 2014 were discussed. The Finance Director explained that the budgets from each department had been consolidated and that further review of these numbers was ongoing. It was agreed that the forecasts would be discussed in more detail at the next Board meeting on Wednesday 5 June 2013.
8.1 The following matters were discussed:
(a) The position of Imran Ahmad – it was unanimously agreed by the Board that IA would be removed as a director of Rangers Football Club Limited
(b) Announcement of Laxey – it was agreed that an announcement would be made of the arrangement between Charles Green and Laxey to transfer shares.
(c) Deloitte Forensic – It was agreed that a separate meeting would take place between Charles Green and Deloitte Forensic to cover off certain of the financial matters included in the report. Charles
was more than pleased to attend and Brian Stockbridge also agreed to provide whatever information and assistance was necessary
Who Is Conning Whom?
I am with you in most of what you say, but there are some important differences.
SFA Article 6.1 & 6.2 say:
Clubs or associations undertaking to promote Association Football according to the Laws of the Game and these Articles and other rules of the Scottish FA may be admitted as registered members, associate members or full members, subject to the provisions of Articles 6.2 to 6.7 (both inclusive).
6.2 A club or association shall be admitted as a registered member automatically by reason of its being admitted as a member of an Affiliated Association or an Affiliated National Association, or in the case of a club through membership of or participation in an association, league or other combination of clubs formed in terms of Article 18 and in the case of an association by being formed in terms of Article 18, provided it is not already an associate or full member. A registered member shall not be a member of more than one Affiliated Association or more than one Affiliated National Association. A registered member may apply at any time to become an associate member.
We are in complete agreement, I think, that SFA Article 6.2 made Sevco a registered member of the SFA from the date it was accepted by the SFL – 14th July 2012.
But, and I think this is important, the nearest the SFA get to insisting that a club has associate or full SFA membership is Article 6.2 which simply says, ‘A registered member may apply at any time to become an associate member.’
Note: no timescale applies… and no consequences (from an SFA perspective) if a club chooses to not make that application.
So I think we are on common ground that Article 6.2 was applicable as far as the registered membership was concerned – and Sevco did not take the opportunity to apply for associate membership by this method.
If we then go back to what the SFL Rules actually said:
6. REGISTRATION WITH SFA A CONDITION OF MEMBERSHIPA Member or Associate Member who is not already a full or associate member of the Scottish Football Association must make application to become a full or associate member of the Scottish Football Association (as the case may be) within fourteen (14) days of being admitted to membership of the League failing which its membership of the League will lapse, and in the event that the application is unsuccessful, its membership will lapse upon that decision being intimated to the League.
Now, if the SFL was being prescriptive about which SFA Article was to be used (to apply for full or associate membership), and that Article 6 was the only valid route, why mention full membership as an option. If ‘application’ is meant to mean only applications in terms of SFA Article 6, the only relevant option would be to apply as an associate SFA member.
No, the SFL rules are not prescriptive in the manner of that application. I think Rule 16 is clearly written to allow a transfer of associate or full membership from an existing club to a new club or entity under SFA Article 14.
In fact the only method by which this could be achieved is SFA Article 14
14. Prohibition on Transfer of Membership14.1 It is not permissible for a member to transfer directly or indirectly its membership of the Scottish FA to another member or to any other entity, and any such transfer or attempt to effect such a transfer is prohibited, save as otherwise provided in this Article 14. Any member desirous of transferring its membership to another entity within its own administrative group for the purpose of internal solvent reconstruction must apply to the Board for permission to effect such transfer, such consent not to be unreasonably withheld or delayed. Any other application for transfer of membership will be reviewed by the Board, which will have complete discretion to reject or to grant such application on such terms and conditions as the Board may think fit.
…which allows the board to grant an application for transfer of an existing membership on such terms as it sees fit.
Importantly, the discretion only applies to which terms and conditions to a transfer of a membership that already exists.
Having complete discretion on how or if that transfer (of full membership) took place is completely within the board’s power via Article 14.
What it doesn’t do is empower the board to create a new type of membership.
And, even if it does claim to have done so, I still don’t understand how the SFA ‘conditional’ membership would satisfy the SFL requirement for an application for associate or full membership?
Remember, this transfer application was an SFL requirement. The SFA had no interest in whether or not Sevco applied for associate or full membership.
It seems to me that the SFA and SFL approached the Sevco scenario in a similar way as they did when Inverness Caledonian were admitted (as a new club) in 1994.
Difference is ICT, the SFL, SPL and SFA all recognise that that club was founded in 1994.
As I said earlier with regard to the birth of Sevco, the deceit is not so much in what they all did, but in what they said and continue to say.
Who Is Conning Whom?
The new club (Sevco) was issued with written permission to use the name of a club in full membership (Rangers).
This was necessary because both existed as SFA member clubs at the time.
Who Is Conning Whom?
This was the nub of the ‘conditional membership’
10.7 Each club in full membership or associate membership shall in its Official Return register its ground and playing field dimensions and no such club shall remove to another ground without first obtaining the consent of the Board. Any club in full membership or associate membership wishing to make any alteration to its name, its registered ground or its playing field dimensions must first obtain the prior written consent of the Board. No club in registered membership shall adopt in whole or in part the name of a club in full membership or associate membership without the prior written consent of the Board.
Who Is Conning Whom?
The 14 day application deadline was an SFL requirement – not something that the SFA had any locus in considering.
As long as Sevco was a member of the SFL it was a member of the SFA.
It would have been up to the SFL management committee to decide if the application for transfer (rather than application for a new associate membership) met its requirements. If it did not, it would have been within its powers to revoke Sevco’s league membership. It is an arguable point, but there is no suggestion, as far as I’m aware, that the SFL league management committee ever met to even discuss the matter.
Nevertheless, I think you are saying that Sevco was no longer a member of the SFL at the time of the SFA statement – therefore needed this ‘new’ SFA membership category to play Brechin.
But how would any type of membership of the SFA help if it was no longer a member of the SFL? If its membership of the league had already lapsed or been revoked, another SFL EGM would have been required to try and vote the club back in. I’m 100% sure that did not happen.
On 29th July, Sevco must still have been a member of the SFL as the Ramsden Cup was only open to members of that league.
There was simply no mechanism for the club to rejoin the league in the available time. If it did not rejoin (and I’m as certain as I can be that it did not) then it cannot ever have been removed as a member of the SFL.
And as I keep saying, as a member of the SFL, it was also a member of the SFA.
The SFA’s deceit was not in its actions – but was in its words.
Don’t forget that the SFA had to consider the use of the Rangers name. The ‘conditional’ membership squirrel has been particularly useful in covering up the SFA board’s approval for Sevco to play Brechin under the Rangers name.
That, in reality, was the big announcement on that day. The rest was sleight of hand.
Smoke and mirrors.
Who Is Conning Whom?
The golf club analogy has been used before.
Dear old dad is a member of St Andrews (other golf clubs are available). To make best use of the facilities new members must apply to a ‘house’ that will give access to their respective lounges and bars. After 15 years of continuous membership Mon pere was awarded the status of ‘Gold Member’.
Gold Members have their own lounge and gain a range of additional benefits.
Recently poor old dad has become poorly and suggests that l join the golf club and take over his ‘Gold Membership’.
I join the club and, with a letter of agreement from sickly pater, apply for the transfer of his ‘Gold Membership’ status.
The committee meet and decide that I can only take on the enhanced membership status if old pop dies.
I tell them that father is on his last legs and won’t last the weekend.
As an existing member I can enter the club’s Saturday medal competition. On a conditional basis, they tell me I will be eligible to use the ‘Gold Members’ facilities. They issue me with a letter to confirm this arrangement.
They will reconvene in several weeks to confirm the transfer of membership status – assuming that by then papa will be gone. If he makes a miraculous recovery I must then apply to join one of the standard houses.