The Vice Closes

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Cluster One October 6, 2017 at 22:14  EASYJAMBOOCTOBER 6, 2017 at …

Comment on The Vice Closes by easyJambo.

Cluster One October 6, 2017 at 22:14 
EASYJAMBOOCTOBER 6, 2017 at 22:06
If i find anything i will post
Eureka. 02 
I’ve managed to locate my source.  It was Aidan Earley on his website, from 22nd July, commenting on the action being taken by BDO against the Administrators.  Thanks for your time and efforts though.

Prior to the purchase of Rangers Football Club in May 2011, MCR (insolvency and restructuring specialists) were retained by Mr Whyte to advise on all aspects of the transaction. Prior to the completion of the Rangers takeover MCR was sold to Duff and Phelps for a significant initial consideration but which also included a multi million pound deferred consideration. This deferred consideration specifically related to a major insolvency case from which the vendors of MCR were hoping and expecting to earn very substantial fees. Unbeknown to Mr Whyte that large insolvency case was none other than Rangers Football Club plc. So at the time that Mr Whyte was retaining them to advise on a successful restructuring of Rangers, they actually had a direct multi million pound incentive to ensure that Rangers went into liquidation/administration instead. Following the takeover of Rangers by Wavetower (the Whyte vehicle) the MCR team, now part of Duff and Phelps, were retained to negotiate with HMRC in order to agree a solution to the various tax problems faced by Rangers. However, instead of negotiating in good faith on behalf of Rangers/Wavetower, having been retained to do so, they actually advised HMRC to reject any restructuring proposals coming from Rangers and to appoint them as administrators instead. Following the administration of Rangers the MCR vendors were then able to, and did, receive the multi million deferred consideration they had planned. This unethical, and probably illegal, treachery is evidenced in an affidavit from HMRC. Similarly, the multi million pound deferred consideration incentive is confirmed by an affidavit submitted by the CEO of Duff and Phelps in the recent Scottish trial.

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The Vice Closes
Cluster One October 8, 2017 at 22:09
I had exhausted all the documents I have, and I too re-checked the court tweets (I had saved and copied them all during the trial) including JD, Andrew Black and David Henderson.

I eventually found it by changing my search to “MCR Duff & Phelps takeover”, and limiting it to the last year.  As soon as I saw Aidan Earley’s website listed I realised where it had come from.

If what Earley says is correct about the affidavits, then those could be useful to BDO in their action against D&P, if the intention is to show that they didn’t act in the best interests of the creditors by racking up their fees. 

I had mentioned it to JC when I saw him in court last week at the BDO v D&P hearing, but I couldn’t recall where the info had come from.

The Vice Closes
Allyjambo October 7, 2017 at 22:42 
A very fine post, HP, and I am sure you are correct, except that his investigation will be carried out under the parameters set by the SFA/Stuart Regan. I think that is enough to say that he will find nothing to take to a court of law! LNS revisited, except it’s not, and, unless independent action is taken, it never will be!
Exactly.  As I’ve suggested previously, we may find that the CO has a discussion with Andrew Dickson. The blame for the misinformation will be put on Murray Group (McGill, Horne & McMillan) pre takeover and Whyte post takeover.

Although there may be a prima facie against those named, the CO will decline to investigate further, as Murray Group is no more and those named have no role in football to be sanctioned from.  Whyte has already been banned sine die, so further sanctions would be pointless.  There will be no sanction placed on the club old or new, which would avoid the possibility of any other club claiming compensation for lost income.

The Vice Closes
jimbo October 6, 2017 at 22:53 
Easyjambo is probably my favourit poster on here but what happened the other day there in the Scottish parilment thing? I hope you were not sitting in the house! I expect better of you my friend.
Thanks for the thought, but would you like to enlighten me on what you are talking about me having done/not done.

Recent Comments by easyJambo

It Is Better To Offer No Excuse Than A Bad One
Allyjambo January 2, 2018 at 14:38
My one overriding memory of the Ibrox disaster was that of the five schoolkids aged between 13 and 15, all from the village of Markinch in Fife, who lost their lives.  I lived just a few miles away and was only 15 myself, at the time.

I remember those losses having a huge impact on the local Fife schools and communities.   

It Is Better To Offer No Excuse Than A Bad One
HOMUNCULUS DECEMBER 28, 2017 at 15:38
It doesn’t matter if it is paid to a trust or your aunt Agatha, you still have to pay the tax. I have no idea why they use the name Agatha, but they do. 
“Aunt Agatha” was used by the RFC QC Andrew Thornhill during the appeals process when discussing the redirection of earnings to a third party.

On a separate point about the share price.  The sale of Ashley’s shares to Club 1872 and Julian Wolhardt was used by King’s QC at the CoS, as an example of shares trading above the 20p price.

The TOP’s QC, however, countered that by claiming that Ashley wasn’t interested in the share price, but was insistent that he received £2m for his shares. To that end, it was pointed out that the price per share paid wasn’t 27p, 27.5p or 28p, but something to the second or third decimal place that ensured that the sum received was not £1,999,999 but a fraction over the £2m figure.  I can’t recall the exact fraction used, but the counter argument put forward seemed entirely plausible.

It Is Better To Offer No Excuse Than A Bad One
Homunculus December 27, 2017 at 22:39
EASYJAMBO DECEMBER 27, 2017 at 22:32
Is there a way of calculating how the issue of new shares reduces the value of the existing ones, or is it not as simple as that. I don’t imagine for a second it is. 
I cannot believe that the sale of new shares does not effect the value of those held by existing shareholders. That would surely be market capitalisation gone mad. 
It’s not as simple as the share price being reduced inversely proportionate to the number of additional shares issued.

The capital value (no of shares x share price) of the club is presently around £16m at 20p a share (80m x 20p), but given that the club also has £16m of debts, you could argue that a debt free club would be worth £32m (or 40p a share).

The value of the shares going forward would depend of the amount of debt written off and the number of shares issued in order to achieve that. e.g. if they double the number of shares to 160m in exchange for writing off half the debt.  The capital value of the club might go up to £24m, as it only has £8m debt, but the value of each shares would probably fall to 15p. (160m x 15p = £24m)

If however, they manage to double the share numbers, write off half the debt, but also raise £4m in new money, then the capital value of the club should go up by £4m (the new money). So you could see the capital value rise to £28m, but still with £8m debt. The share price might then be 17.5p (160m x 17.5p = £28m)

I hope that makes sense. It does to me, but the nuances of share numbers, to debt, to capital raised can easily be lost, if you don’t have an appreciation of where they are at just now, and where they might end up.

It Is Better To Offer No Excuse Than A Bad One
shug December 27, 2017 at 22:05
Great hard fought match tonight.
Sadly, that was two hours of my life I won’t get back.  There was nothing great about it and it was more of a borefest akin to many derbies of yesteryear.  Tom English described it perfectly as “Thud and Blunder”

It Is Better To Offer No Excuse Than A Bad One
Homunculus December 27, 2017 at 18:21
I take it all that has happened is that they passed the resolution allowing them to issue new shares. Those new shares have now been created.
This is them simply notifying Companies House that they have done that, Companies House records show how many shares have been issued.
That has to be done before they can actually sell them to anyone.
Purely a procedural matter I would have though. 
It’s not got as far as creating the shares. It’s merely confirmation that the Board has the authority to issue shares up to the specified limit.  That authority expires on the date of the next AGM.

The allotment of up to a nominal value of £1,086,376.01, means that new shares equivalent to 1.333 times those currently available can now be issued.  I’m sure that there will be a good reason for the number of new shares being set at that specific level, but I can’t think of one. 

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