UEFA Club Licensing. – To Comply or not to Comply ?
On 16 April 2018 The UEFA Club Financial Control Body (CFCB) adjudicatory chamber took decisions in the cases of four clubs that had been referred to it by the CFCB chief investigator, concerning the non-fulfilment of the club licensing criteria defined in the UEFA Club Licensing and Financial Fair Play Regulations.
Such criteria must be complied with by the clubs in order to be granted the licence required to enter the UEFA club competitions.
The cases of two clubs::
Olympique des Alpes SA (Sion Switzerland )
and
FC Irtysh (Kazakhstan)
are of particular interest to those following the events under which the SFA awarded a UEFA License to Rangers FC in 2011 currently under investigation by the SFA Compliance Officer because
- The case documentation tell us how UEFA wish national associations to apply UEFA FFP rules
- The cases tell us what might have happened to Rangers FC in 2012 had they not gone into liquidation and as a consequence avoided the same type of sanctions that UEFA applied to Sion and Irtysh.
FC Sion (Olympique des Alpes SA)
Here we are told how the Swiss FL and then the UEFA CFCB acted in respect of FC Sion in 2017 where a misleading statement was made in the Sion UEFA licensing application.
Full details can be read at
but this is a summary.
In April 2017 the Swiss FL (SFL) granted a licence to Sion FC but indicated that a Disciplinary case was pending.
In July 2017 the CFCB, as part of their licence auditing programme, carried out a compliance audit on 3 clubs to determine if licences had been properly awarded. Sion was one of those clubs.
The subsequent audit by Deloitte LLP discovered Sion had an overdue payable on a player, amounting to €950,000, owed to another football club (FC Sochaux ) at 31st March 2017 as a result of a transfer undertaken by Sion before 31st December 2016, although the €950,000 was paid in early June 2017.
Deloitte produced a draft report of their findings that was passed to SFL and Sion for comment on factual accuracy and comment on the findings. Sion responded quickly enabling Deloitte to present a final report to the CFCB Investigation Unit. In response to the Deloitte final report Sion stated:
“il apparaît aujourd’hui qu’il existait bel et bien un engagement impayé découlant d’une activité de transfert. Ce point est admis” translated as
“it now appears that there was indeed an outstanding commitment arising from transfer activity. This is admitted”
What emerged as the investigation proceeded was that the Swiss FL Licensing Committee, after granting the license in April and as a result of a Sochaux complaint of non-payment to FIFA, had reason to refer Sion’s application to their Disciplinary Commission in May 2017 with regard to the submission of potentially misleading information by FC Sion to the SFL on 7th April 2017 as part of its licensing documentation.
Sion had declared
“Written confirmation: no overdue payables arising from transfer activities”, signed by the Club’s president, stating that as at 31 March 2017 there were no overdue payables towards other football clubs. In particular, the Club indicated that the case between FC Sion and FC Sochaux regarding the transfer of the player Ishmael Yartey was still under dispute.
The SFL Disciplinary Commission came to the conclusion that FC Sion had no intention to mislead the SFL, but indeed submitted some incorrect licensing documentation; the SFL Disciplinary Commission further confirmed that the total amount of €950,000 had been paid by the Club to FC Sochaux on 7 June 2017. Because of the inaccurate information submitted, the SFL Disciplinary Commission decided to impose a fine of CHF 8,000 on the Club.
Whilst this satisfied the SFL Disciplinary process the CFCB deemed it not enough to justify the granting of the licence as UEFA intended their FFP rules to be applied.
Sion provided the CFCB with a number of reasons on the basis of which no sanction should be imposed. In particular, the Club admitted that there was an overdue payable as at 31 March 2017, but stated that the mistake in the document dated 7 April 2017 was the result of a misinterpretation by the club’s responsible person for dealing with the licence (the “Club’s licence manager”), who is not a lawyer. The Club affirmed that it never had the intention to conceal the information and had provisioned the amount due for payment and that, in any case, it has already been sanctioned by the SFL for providing the wrong information.
The CFCB Investigation Unit accepted that the Sion application, although inaccurate, was a one off misrepresentation and not a forgery, (as in intended to deceive ) but that nevertheless an overdue payable did exist at 31st March and a licence should not have been granted.
Based on their findings, the CFCB Chief Investigator decided to refer the case to the CFCB Adjudicatory Chamber and suggested a disciplinary measure to be imposed on FC Sion by the CFCB Adjudicatory Chamber, such measure consisting of a fine of €235,000, corresponding to the UEFA Revenues the Club gained by participating in the 2017/2018 UEFA Europa League.
The CFCB Investigatory Chamber submitted that it was appropriate to impose a fine corresponding to all the UEFA revenues the Club gained by participating in the competition considering the fact that FC Sion should not have been admitted to the competition for failing to meet one of its admission criteria.
The Adjudicatory Chambers took all the circumstances (see paras 91 to 120 at http://tiny.cc/i8sxsy ) into consideration and reached the following key decisions.
- FC Sion failed to satisfy the requirements of Article 49(1) of the CL&FFP Regulations and it obtained the licence issued by the SFL not in accordance with the CL&FFP Regulations.
- FC Sion breached Articles 13(1) and 43(1)(i) of the CL&FFP Regulations. (Documents complete and correct)
- To exclude FC Sion from participating in the next UEFA club competition for which it would otherwise qualify in the next two (2) seasons (i.e. the 2018/19 and 2019/20).
- To impose a fine of two hundred and thirty five thousand Euros (€235,000) on FC Sion.
- FC Sion is to pay three thousand Euros (€3,000) towards the costs of these proceedings.
Comment in respect of the award of a UEFA Licence in 2011 to Rangers FC.
It is now public knowledge that an actual liability of tax due before 31stDecember 2010 towards HMRC, was admitted by Rangers FC before 31st March 2011.
This liability was described as “potential” in Rangers Interim accounts audited by Grant Thornton.
“Note 1: The exceptional item reflects a provision for a potential tax liability in relation to a Discounted Option Scheme associated with player contributions between 1999 and 2003. A provision for interest of £0.9m has also been included within the interest charge.”
The English Oxford Dictionary definition of potential is:
Having or showing the capacity to develop into something in the future.
Which was not true as the liability had already been “developed” so could not be potential.
This was repeated by Chairman Alistair Johnson in his covering Interim Accounts statement
“The exceptional item reflects a provision for a potential tax liability in relation to a Discounted Option Scheme associated with player contributions between 1999 and 2003. “ where he also added
“Discussions are continuing with HMRC to establish a resolution to the assessments raised.”
This could be taken as disputing the liability but In fact the resolution to the assessments raised would have been payment of the actual liability, something that never happened.
In the Sion case it was accepted the misleading statement was a one off misrepresentation, but at the monitoring stages at June 2011 in Ranger’s case the status of the liability continued to be misrepresented and in September the continuing discussions reason was repeated, along with a claim of an instalment paid whose veracity is highly questionable.
The Swiss FL Licensing Committee did at least refer the case to their Disciplinary Committee when they realised a misleading statement might have been made. The SFA however in August 2011, when Sherriff Officers called at Ibrox for payment of the overdue tax , did no such thing and pulled up the drawbridge for six years, one that the Compliance Officer is now finally charged with lowering.
The case of FC Irtysh of Kazakhstan is set out in full at http://tiny.cc/y9sxsy and is a bit more straightforward but is nevertheless useful to compare with events in 2011 in Scotland.
Unlike Rangers FC , FC Irtysh properly disclosed that they had an overdue payable to the Kazakhstan tax authorities at the monitoring point at 30th June 2017. This caused the CFCB Investigatory Unit to seek further information with regard to the position at 31st March
It transpired that Irtysh had declared an overdue payable at 31st March but cited their financial position (awaiting sponsor money) as a reason for non payment to the Kazakhstan FA who accepted it and granted the licence. The outstanding tax was paid in September 2107.
The outcome of the CFCB Investigation was a case put to the CFCB Adjudicatory Chamber who agreed with the CFCB Investigation Unit that a licence should not have been granted and recommended that Irtysh be fined the equivalent of the UEFA prize money, (that had been withheld in any case whilst CFCB investigated.)
The CFCB Adjudicatory Chamber however decided that a fine was not sufficient in sporting deterrent terms and ruled that:
- FC Irtysh failed to satisfy the requirements of Article 50bis(1) of the CL&FFP Regulations and it obtained the licence issued by the FFK not in accordance with the CL&FFP Regulations.
- To withhold four hundred and forty thousand Euros (€440,000) corresponding to the UEFA revenues FC Irtysh gained by participating in the 2017/2018 UEFA Europa League.
- To exclude FC Irtysh from participating in the next UEFA club competition for which it would otherwise qualify in the next three (3) seasons (i.e. the 2018/19, 2019/20 and 2020/21 seasons). This sanction is deferred for a probationary period of (3) three years. This exclusion must be enforced in case the Club participates again in a UEFA club competition having not fulfilled the licence criteria required to obtain the UEFA licence in accordance with the CL&FFP Regulations.
- FC Irtysh is to pay three thousand Euros (€3,000) towards the costs of these proceedings. “
The deferral was because unlike Rangers FC, FC Irtysh had properly disclosed to the licensor the correct & accurate financial information required, so the exclusion was deferred for a probationary period of (3) years.
Comment in respect of the award of a UEFA Licence in 2011 to Rangers FC.
From the foregoing it could be deduced that had Rangers FC qualified for the Champions League (or European League) and not gone bust as a result and so not entered liquidation BUT it became public knowledge by 2012 that a licence had been wrongly and possibly fraudulently granted then
- Rangers would have been fined the equivalent of their earnings from their participation in the UEFA competitions in 2011
- At least a two year ban from UEFA Competitions would have been imposed, but more likely three in view of repeated incorrect statements.
- The consequences of both would have been as damaging for Rangers survival as the real life consequences of losing to Malmo and Maribor in the qualifying rounds of the Champions and European Leagues.
Karma eh!
Interestingly in the UEFA COMPLIANCE AND INVESTIGATION ACTIVITY REPORT 2015 – 2017 , the CFCB investigatory chamber recommended that both the Kazakhstan FA and Swiss FA as licensors
“pay particular attention to the adequate disclosure of the outstanding amounts payable towards other football clubs, in respect of employees and towards social/tax authorities, which must be disclosed separately;
Would the same recommendation apply to the Scottish FA with regard to their performance in 2011 and will the SFA responses thereafter to shareholders in a member club be examined for compliance with best governance practice by the SFA Compliance Officer investigating the processing of the UEFA Licence in 2011?
This would be a welcome step in fully restoring trust in the SFA.
Barcabhoy
@Barcabhoy1
Is Dave King trying to gerrymander his way out of having to make an unconditional offer of 20p as ruled by the Takeover Panel Right now he has to make an offer conditional on acceptances taking his concert party holding over 50% Here’s how he might do that . Thread below4:00 pm · 11 Jun 2018
https://twitter.com/Barcabhoy1/status/1006189316995985408?s=20
Lawman, you have stuck doggedly to the interpretation of events regarding the date at which tax became overdue provided by RFC(IL) at the time. This version of events has subsequently been found through evidence provided under oath and supported by documents produced in court, to be untenable. This evidence has been repeatedly produced on here.
I understand your determination not to accept the reality illuminated by this turn of events, but it’s time to let go, it’s not only wearisome, but becoming embarrassing.
HOMUNCULUSJUNE 11, 2018 at 13:17I’m afraid that the rules of grammar are not so well defined nowadays. “They” is frequently used instead of “he or she” and another example, used by Virgin Media,”we are aware of the problem and an engineer is on their way”. So the interpretation of something is difficult on the basis of use of a pronoun.
The latest BDO Report to Creditors is now available on the BDO website (I haven’t read it yet)
https://www.bdo.co.uk/en-gb/rfc-2012-plc
Apologies to all for the pronoun debate mea culpa mea maxima culpa secula seculorum
Homunculus
Me popular? Only with small children who, as a generality, seem to like me.
A lot of WB Yeats “The Second Coming” seems applicable to the current situation at the two current “Rangers” entities.
I gave Jimbo a TD for posterity.
Not because his post was slang for urine and rhymes with fish no,no…simply because I can.
Naw but in all sincerity who actually cares about TD’s?
Narcs do thats who ?
Hopefully a reasonable synopsis :
Action is underway by BDO against the Former Joint Administrators who have not responded to queries as hoped. A claim of £28m was issued on 9 February 2017 and litigation is ongoing.
A claim has been made by The Rangers FC Group Limited (previously known as Wavetower, owned by by Worthington Group). Craig Whyte was formerly a director of this company.
Henderson & Jones who are a specialist purchaser of claims and litigation from insolvent companies, has been appointed as a director of Wavetower and continues to pursue the claim.
BDO have previously rejected this company’s claims but legal action continues over what is understood to be an increased claim of £18m.
Scottish Football needs a strong Arbroath.
Some highlights (lowlights) from the latest BDO Report to Creditors:
After consulting with the Committee it was agreed that the Joint Liquidators should commence legal action against the former Joint Administrators. A claim of £28m was issued on 9 February 2017. The litigation is ongoing and the Joint Liquidators are not in a position to comment further at this stage.
The appeal was heard at the Supreme Court on 15 and 16 March 2017. Following two days of argument, on 5 July 2017 the Supreme Court ruled in favour of HMRC and the Company’s appeal was dismissed. HMRC’s proposed bill of account, which the Company was ordered to pay, totalled c£320k which, after review by the Joint Liquidators’ law accountant and a series of negotiations, was subsequently reduced to £240k.
A significant proportion of the Big Tax Case Claim of c£74m relates to interest and penalties (c£36m). The Joint Liquidators are currently reviewing the submitted claim with the assistance of tax specialists and continue to engage in discussions with HMRC with regard to the level of claim to be admitted in the liquidation.
The previous report dated 5 December 2017 sets out the circumstances under which various claims have been submitted by Wavetower, and how on each occasion these have been rejected by the Joint Liquidators. This matter is ongoing, in accordance with the Court procedure. Following a series of protracted correspondence and meetings, HJL intimated that Wavetower would seek to increase its claim to £18m and consider appointing administrative receivers over the Company. The Joint Liquidators took steps to avoid such an eventuality and obtained an interim interdict in favour of the Company which precludes Wavetower from making a receivership appointment. Whilst Wavetower continue to make representations in respect of the interdict, based on legal advice received the Joint Liquidators consider that the merits of the claim will be decided in advance of the interdict issue. It is likely this matter will be heard as a proof by the Court of Session, where both parties will advance their arguments.
The creditors pot is now down to just £8.28m (could rise if action v D&P is successful).
Contrary to press reports that HMRC has received nothing in the way of dividends, the report shows that they received £3,658,915.11 in the last six month reporting period.
The Wavetower/HJL claim is somewhat bizarre in that it has gone back up to £18m, and that they planned to have receivers appointed, although that has been stopped by interdict.
I can’t say that I’ve ever heard of a company “in liquidation” having receivers appointed.
redlichtie June 11, 2018 at 17:01
==========================
You’re on the ball – I was obviously typing up my response while you got in before me.
Can anyone tell me what they understand by the term “The Dark Continent”.
I was led to believe that it referred to the fact that what was happening in Africa was unknown to the outside world as the continent remained unexplored by westeners. Dark, in this case, referred to a lack of knowledge, not a reference to skin colour……I may be wrong.
But in Phil’s latest blog he accuses some reporter of using the term DC as a “geographical representation of the N word”.
I’m sorry but this is total nonsense.
HS
Billydug June 11, 2018 at 16:04
Barcabhoy @Barcabhoy1
Is Dave King trying to gerrymander his way out of having to make an unconditional offer of 20p as ruled by the Takeover Panel Right now he has to make an offer conditional on acceptances taking his concert party holding over 50% Here’s how he might do that . Thread below4:00 pm · 11 Jun 2018 https://twitter.com/Barcabhoy1/status/1006189316995985408?s=20
===================================
I’m not sure that I agree with Barca’s scenario. There could potentially be disastrous results for Club 1872 if it played out as he describes.
The existing TOP order only relates to the 66% of the existing shares that the Concert Party doesn’t currently own. It does not cover any new shares issued. I’d anticipate that TOP would continue to force King to make an offer for those shares regardless of whether a share issue goes ahead or not.
Previous reports suggested that the new share issue will be limited to a one for one rights issue. That wouldn’t accord with what Barca is suggesting.
If, however, a different share issue does go ahead and resulted in a material change to balance of shares owned in RIFC, then TOP could well be within their rights to initiate a new order based on who owns what of the “enlarged” share capital. Perhaps, they might judge Club 1872 as having joined the Concert Party. If that was so, then it could be Club 1872 who would end up with the requirement to make an offer.
Could they then fund a multi million offer for the non-CP held shares? I would doubt it very much.
HIGGY’S SHOESJUNE 11, 2018 at 17:14
That’s what I thought too. The expression has nothing to do with racism but the fact that at one time so little was know of the Continent. A bit of over-reaction by Phil.
THELAWMAN2JUNE 11, 2018 at 15:15
I’m assuming Rangers Social Media refers to TRFC-facing sites ?
If so , that’s a hard one to challenge since it’s not an area of my knowledge .
It doesn’t seem to have worked , though , as a lot of TRFC fans that I know still hold fast to the notion that they were duped , fiscally raped and abandoned , and kicked by the rest of Scottish football when they were down , rather than we watched our club die because we thought somebody else would do something about it . Did you manage to convert any ? Mibbes that’s why you’re on here , that you’ve seen your seed fall on barren ground and now want to sow elsewhere .I note that the criticism on starts at Craig Whyte and avoids the misdeeds of SDM and others before that that led to the liquidation of your club and allowed Charles Green to pick up the basket of assets for a song and rip you off via his IPO . I am also assuming that Ally McCourt is Super Ally ? Nothing wrong with his stewardship – kept us all in stitches (wrong kind of wind ?).
You could mibbes , as someone else suggested , take the crystallisation of the tax bill to a substrand of the Ernie Bee chat forum , and those interested could come visit there and debate the minutiae to their hearts content .
If you are ,as you say , a businessman and haven’t met sharks like SDM , CW and CG , then I think you have had a charmed life .
Is Dave King trying to gerrymander his way out of having to make an unconditional offer of 20p as ruled by the Takeover Panel
Right now he has to make an offer conditional on acceptances taking his concert party holding over 50%
Here’s how he might be able to prevent the offer turning unconditional, at which point he has to buy all the shares of those wishing to sell.
Thoughts on Club 1872 borrowing money to buy shares in a new share issue
Firstly
I don’t know how accurate the story is that Club 1872 is going to take out a £2 Million loan
What i do know is that King does not want to pay for any shares as ordered by the Takeover Panel . Therefore it’s reasonable to believe he will look at any scheme to get round that issue.
Secondly
Can Club 1872 ( A CIC ) borrow money ?
I believe they are able to , see guidance notes highlighted
. A lender can take a charge on the equity they own in Rangers
There are currently 81.4 Million shares issued . Let’s assume the issue Club 1872 want to buy into ( The Rights Issue) is also at 20p to avoid a conflict with the TOP .
Although there is doubt whether a rights issue is possible before Kings forced offer . However for this purpose lets assume it’s possible . Hirsute Pursuit might be able to clarify
Pricing shares at 20p and raising £6M in new shares = 30 Million new shares issued, making a new total of 111.4 Million issued shares
If Club 1872 spend £3M on 15 Million shares they’ll own a total of 23.73 Million shares which is 21.29 % of the total issued equity
If the total issue is 30M new shares and If King and the 3 Bears are allowed to maintain their current %
( and there is debate over whether they can invest at all before satisfying the Takeover Panel )
then they could convert loans to 12 M shares . Between them and Club 1872 that would account for 27M of the 30M new shares.
That would only require £600,000 to be raised by non connected shareholders
The result would be that King , the 3 Bears and Club 1872 would control over 55% between them . That might bring a problem with @TakeoverPanel , as Kings previous statements on Club 1872 could be construed that Club 1872 should also be in the Concert Party
Right now , on current equity ownership, if the following accept an offer from King of 20p then that’s enough to get over the 50% line and trigger the unconditional offer .
Easdales
Blue Pitch
Margarita
If River and Mercantile accept as well then it will be well over at 55%
However if a rights issue predates the Mandatory, and it plays out the way i’ve suggested it could , then it’s not enough for Easdale, Blue Pitch , Margarita and River & Mercantile to sell. The 50% won’t be reached . There will need to be others and given most of them are fans with small shareholdings that may not happen
So by having a rights issue before the Mandatory offer stipulated by the Takeover Panel ,
and
only offering new shares to those he knows won’t sell in the TOP offer ,
King can potentially avoid the 50% being breached .
Of course King could just deposit £11M in a UK account and proceed with the Mandatory offer instructed by the Takeover Panel & see how that plays out then have a rights issue to fund Gerrards requirements
That would seem to be straightforward for a guy who bragged about throwing in £50 M of his own money .
However he’s had months to do that and has done absolutely nothing to date
I can’t imagine the Takeover Panel will be satisfied with a manipulated offer designed to fail
Barcabhoy June 11, 2018 at 17:57
=======================
A simpler way round the TOP ruling is for Club 1872 to use their funds (subs + any loans) to make their own offer to BPH, Margarita, and the Easdales shares at 20p a share.
If accepted, that would probably be enough to avoid King receiving sufficient acceptances to exceed the 50% threshold.
Club 1872 would in effect be pre-empting King’s offer, by proxy.
EASYJAMBOJUNE 11, 2018 at 18:26
Barcabhoy June 11, 2018 at 17:57=======================A simpler way round the TOP ruling is for Club 1872 to use their funds (subs + any loans) to make their own offer to BPH, Margarita, and the Easdales shares at 20p a share.
If accepted, that would probably be enough to avoid King receiving sufficient acceptances to exceed the 50% threshold.
Club 1872 would in effect be pre-empting King’s offer, by proxy.
—————————————————————————————
The question that springs to my mind is what are the shares worth and how have they been valued?
Claiming that this is a fantastic opportunity for fans without actually presenting any evidence to back that up seems inordinately reckless bearing in mind the past financial histories of the current and past clumpanies.
Scottish Football needs a strong Arbroath.
A John McCormack song for Jimbo on the OF site.
Appreciated Ballyargus, I always knew him as Count John McCormack. Got the tears going.
A little bit to my surprise, I confess, I have a reply to my letter to the FCA.
There is some satisfaction in receiving a reply to a genuine query arising from Club 1872 Ltd’s (not ‘Club 1872 Projects Community Interest Company’) statement encouraging ‘donations’ while using words like ‘investment in shares’
I raised a query:the FCA has had an initial look at it, and are looking at it a little further, and will no doubt look at it with more knowledge nd understanding of these matters than I.
If there is nothing to bother about, fine.
If there is, then no doubt corrective action might be taken-to everyone’s benefit, whether in the world of football business or in the wider financial world.
“RE: Club 1872 9 company number SC 525940 [ ref:_00Db0K8yP._5000X1Ta5bx:ref
Customer Contact Centre <consumer.queries@fca.org.uk>To: me 11 Jun at 10:16
Dear John,
Thank you for your email to the FCA regarding your concerns about Club 1872 and their promoting of members to invest in shares in RIFC. I understand this has caused you some concern as you believe they’re actually asking members to donate money which will then enable them to purchase shares.
Club 1872 and RIFC
Having checked the FCA Register, which is a database of financial service firms, for details of both Club 1872 and RIFC, I can confirm that there are no matches appearing which indicates that they’re not authorised or regulated by us. This means that neither organisation should be providing regulated financial products or services.
Making donations
From the information provided on their website it appears that Club 1872 is asking its members to make donations which would then enable them to purchase shares in RIFC. This isn’t a regulated activity however I can appreciate that the wording used, in that they appear to offer supporters the opportunity to “…invest directly in the club…” may be causing some confusion.
I’ve therefore today referred this information on the relevant team within the FCA tasked with collecting intelligence on firms that may be providing, or leading people to believe they’re providing, regulated financial products or services.
We would strongly advise any individuals thinking of making an investment to seek some independent financial and/or legal guidance before doing so to establish exactly what it is they’re investing in, how the investment works and what risks they may be exposed to as a result. A good starting point for this would be Citizens Advice.
The link between Club 1872 shareholders and RIFC
Whilst Club 1872 and RIFC aren’t authorised or regulated by the FCA, RIFC is listed on the London Stock Exchange. I’ve therefore referred your concerns about the shareholder of Club 1872 likely being a nominee of RIFC to our Market Abuse team for their consideration.
Please note that we’re unable to provide feedback regarding what action is taken as a result of the information that is shared with us. We understand that this can be frustrating but you can read more about these restrictions, and why they exist, here.If you have any further information which you feel may support your concerns, please feel free to share this with the Market Abuse team directly at market.abuse@fca.org.uk.
I do hope the information provided has been of use and I’d like to thank you again for taking the time to contact us.
Kind Regards,
(Named person)Associate | Consumer Contact CentreFinancial Conduct Authority | http://www.fca.org.uk“
JOHN CLARKJUNE 11, 2018 at 19:23
Please note that we’re unable to provide feedback regarding what action is taken as a result of the information that is shared with us. We understand that this can be frustrating
—————-
No need for feedback regarding what action may be taken.
There will be a statement from king
Tomorrow it will 6 years since we lost a football rival.Twitter and facebook and social media will be awash with images and screenshots and quotes of how it was reported at the time.
Some journalists and media people may decide to have a duvet day,they never know what may appear to bit them on the bum.
Thank you JC. Brilliant.
JC @ 19.23 11 June
First class – you put our Scottish financial journalists to shame .
I am very aware that I don’t contribute to this place with any meaningful information. I do read everything every day and I am totally amazed and appreciative of the input from the erudite contributors on here. Thanks.
EASYJAMBOJUNE 11, 2018 at 18:26
A simpler way round the TOP ruling is for Club 1872 to use their funds (subs + any loans) to make their own offer to BPH, Margarita, and the Easdales shares at 20p a share.
If accepted, that would probably be enough to avoid King receiving sufficient acceptances to exceed the 50% threshold.
Club 1872 would in effect be pre-empting King’s offer, by proxy.
========================================
It would also mean that none of the money donated by it’s members would be going to the PLC instead it would be going to “enemies”.
Would even King be that blatant in giving two fingers to the support.
HOMUNCULUS
aye
HOMUNCULUSJUNE 11, 2018 at 20:58
EASYJAMBOJUNE 11, 2018 at 18:26A simpler way round the TOP ruling is for Club 1872 to use their funds (subs + any loans) to make their own offer to BPH, Margarita, and the Easdales shares at 20p a share.If accepted, that would probably be enough to avoid King receiving sufficient acceptances to exceed the 50% threshold.Club 1872 would in effect be pre-empting King’s offer, by proxy. ========================================
It would also mean that none of the money donated by it’s members would be going to the PLC instead it would be going to “enemies”.
Would even King be that blatant in giving two fingers to the support.
========================================
Isn’t that what happened before with the MASH/Ashley shares?
https://www.bbc.co.uk/sport/football/40386013
Scottish Football needs some good investigative financial journalists at the moment….
It would appear that the situation with Club 1872 is a tad more complicated.Aside from Club 1872 Ltd there are 2 other companies:Club 1872 Projects Community Interest CoClub 1872 Shares Community Interest Co. Wich used to be Rangers First Community Interest Company.
These 2 companies have been set up under the Community Interest Company Regulations 2005.The main benefit of this structure is the Asset Lock.This ensures that all the assets of the company can only be used for the community purposes.Saying that, assests can be transferred to another asset locked company. Eg from Shares companyto the Projects company.Any profits made have to be used for the benefit of the community as outlined in the CIC application.
Club 1872 appears to exist for admin purposes only.
The Shares company actually holds the money and acts as a collection agent according to the website.However, judging from their accounts, it appears to be this company which holds the shares.This clear from the RFCI website.According to their 2017 accounts, they had close to £2 million available.£395k was owed to the Community Interest Co.I believe that all this money was used to buy some of Ashley’s shares.They certainly aven’t invested much in community projects!The split of the money is based on your preference when joining.2016 to 2017, circa £1 million was received in “donations”.So they may have about £1 million in hand now. Enough for 5m shares at 20p a pop.
According to the Articles of Association, members can vote at meetings and under the Compnies Act, 5% of those members with a right to vote can force the Directors to call a meeting. Otherwise the Directors can more or less do what they want within the Articles of Association.
What is unclear to me is if you become a member when you sign up for your “donation”.
The company’s raison d’etre is “to aquire a shareholding in RIFC”
Giving loans to RIFC is not in their remit but the company exists to buy shares.It appears that the company can borrow money to do so.
Every subscriber knew what they were getting into when they signed up.Their “donations” are to be used to buy shares.
If a share issue materialises, then Club 1872 should be buying shares.I’m not convinced that anyone else in their right mind would!
If members are concerned about borrowing £2m to buy £3m worth of shares then 5% of themcan call a meeting and have a vote on it.
One thing is clear. King will never use any more of his money to buy shares whatever the TOAPruling or the courts say or do. This may be part of his cunning plan or maybe they just desperately need the money or maybe both.
I don’t post that often now but I am still an avid follower of the site.
The story of the Trust getting a £2M loan to give to King just doesn’t ring true somehow.
First of all this is an organisation solely reliant on donations. These donations could fall of a cliff at any given time.
It has no assets so it can offer nothing as collateral.
This isn’t the late nineties or early two thousands where banks are throwing money around.
Who would put their neck on the line for this loan and what would they be responsible for if the Trust defaulted.
The interest rate under these circumstances would surely be massive meaning the long term cash stream would be diminished.
Even under the financial madness in Govan this is too far.
HOMUNCULUSJUNE 11, 2018 at 20:58
EASYJAMBOJUNE 11, 2018 at 18:26A simpler way round the TOP ruling is for Club 1872 to use their funds (subs + any loans) to make their own offer to BPH, Margarita, and the Easdales shares at 20p a share.If accepted, that would probably be enough to avoid King receiving sufficient acceptances to exceed the 50% threshold.Club 1872 would in effect be pre-empting King’s offer, by proxy. ========================================
It would also mean that none of the money donated by it’s members would be going to the PLC instead it would be going to “enemies”.
Would even King be that blatant in giving two fingers to the support.
===========
It also has to be borne in mind that the 20p a share valuation was some time ago. More losses have been incurred and more debt taken on not to mention Boardroom instability. The Directors of 1872 need to fullfill their fiduciary duties and should seek professional advice to ensure they are paying market value and not exposing themselves to future litigation
.
REDLICHTIE
JUNE 11, 2018 at 21:43
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Yes but that kind of made sense. They felt they had to get rid of Ashley, and Club 1872 wanted a reasonable shareholding.
One would have thought that the joint objective now would be to get shares and put say £2m into the club. Not get shares and help Dave King not have to comply with the TOP ruling, by preventing him having to spend his own money.
Like I said, it really would be two fingers to the people making the donations. If Club 1872 agree to it they should be ashamed of themselves.
easyJamboJune 11, 2018 at 17:07
‘….I can’t say that I’ve ever heard of a company “in liquidation” having receivers appointed.’
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eJ, there’s something about the concept on this link to a ‘Q&A’ on a solicitors’ website:
https://www.r3.org.uk/media/documents/publications/professional/R_Scot_A4.pdf
“….Does receivership automatically end when the company goes into liquidation? No. A company can be in receivership and liquidation at the same time. This is more likely once it becomes clear that there are sufficient assets to allow the liquidator to make a distribution to creditors.
When is the receivership complete?
The receivership is complete when the floating charge holder has been paid in full or when the receiver has sold all the assets and distributed the proceeds. He will then cease to act and send a summary of his final receipts and payments to the company, the registrar of companies and the creditors’ committee.”
Presumably H&J are looking for a separate Receiver to be appointed by the Court to freeze and hold on to the amount of their claim, in case they win it, to prevent the Liquidators shelling l out all the dough to other creditors before their claim is decided.
It must be a recognised procedure if it can be argued in Court, but it seems a bit strange!
For £18M, it’s a wise thing to do, I’d say. And possibly an indication of how strong they believe their case to be!
finnmccool June 11, 2018 at 21:55
According to their 2017 accounts, they had close to £2 million available.£395k was owed to the Community Interest Co.I believe that all this money was used to buy some of Ashley’s shares.
=========================
At their year end of 30 June 2017, they only had cash of £446k. Of that, £347k was earmarked to go to the “Projects” CIC.
They had already spent £1m buying half of Ashley’s shares a couple of week earlier.
I think the £2m figure you refer to is the estimated value of their “investment” (£1.95m – 10.71% of RIFC). I think that the valuation used was “at cost”. If so, the average price paid for their 8.7m shares was 22.34p per share.
In the past year they have obviously taken in more contributions taking the total pot up to around £900k.
I think the cash contributions are split equally between Shares and Projects, after 5% is retained for admin expenses.
John Clark June 11, 2018 at 22:41
Presumably H&J are looking for a separate Receiver to be appointed by the Court to freeze and hold on to the amount of their claim, in case they win it, to prevent the Liquidators shelling l out all the dough to other creditors before their claim is decided.
==================
That scenario would obviously have some merit with a £18m claim in the pipeline.
I guess it is unusual in the sense that the liquidators would normally know, and agree, who the secured creditors were from the start, together with the amount of any secured claim.
EASYJAMBOJUNE 11, 2018 at 22:48
I’m sure I read that they paid 27.5 p per share , the deal being constructed by that nice man Blair .
Easyjambo
Aye. You’re right. The timing of the Ashley sale threw me off!
Didn’t Duff & Duffer reject the Wavetower floating charge claim?
Chapeau JC. If the FCA weren’t aware of the 1872 developing story they certainly are now. I would think by now a separate storage facility is required for the files the FCA hold on Rangers.
Dogs Bollox
Re. Club 1872 buying Easdale shares etc to reduce King’s exposure in the event an offer ever takes place. I think the ToP are already alerted to the fact that Club 1872 are potentially part of the concert party. So that move may bear unintended consequences instead of the intended one.
Another cul-de-sac I fear.
Regarding the share purchase agreement
:extracted from https://scotslawthoughts.files.wordpress.com/2012/01/shareholders-circular.pdf
(g) The Rangers FC Group undertakes that, until the debt has been waived, the Club will not be required to lend money to The Rangers FC Group or grant security in respect of The RangersFC Group’s borrowings unless the borrowing (and the granting of the security in relation to it)is principally for the Club’s benefit;
————————————————————————–
Is this not what was argued in court ,that Ticketus didn’t lend any money but purchased future sales of tickets (thus lending themselves open to a refusal of creditor status)? I seem to remember a lot of stated intention and provide or PROCURE funding was also in the Share purchase agreement. Many have pointed out the sale of Rangers was concluded for one pound, thereafter the new owners were free to do as they saw fit in the interests of the club. Paying off Lloyds agreed as being in said interest.No external debt…twas ever thus.
I suppose this should really be posted to the Ernie Bee thingy, sub section yawn.
GUNNERBJUNE 11, 2018 at 23:39
You missed the bit about the date when the tax became outstanding .
9. The complainant said that he did not renege on a pledge to pay a £2.8million tax bill. He said that there was no specified time limit on paying the bill, and that it was under appeal at the date of Rangers’ administration. The complainant provided a copy of the Share Purchase Agreement between Wavetower Limited and another company owned by the complainant, which sought to demonstrate this. He noted that the bill was received by Rangers’ previous owner, and that it was not a personal obligation.
https://www.ipso.co.uk/rulings-and-resolution-statements/ruling/?id=13746-17
As others have pointed out , it would be a significant risk for Club 1872 to buy out Blue Pitch , The Easdales and Margarita
Having borrowed significantly to do that , they would then immediately be diluted in the subsequent share issue as there would be no funds left to subscribe for the shares they were entitled to purchase
Why would they want to do that when King is under court order to buy out Blue Pitch and Co .
In my view Kings number one priority is ensuring that the 50% acceptance level isn’t achieved . That;s his priority, it can’t possibly be Club 1872’s priority, no matter how craven and beholding they are to King
Club 1872 have asked for permission from members to take up their entitlement and more in the rights issue. Having gone public with that it’s inconceivable that they would use that permission , if awarded, to take a completely different course of action by buying out existing shareholders
I suspect the FCA would be all over that , and their response to John Clarke suggests they are already keeping a watching brief. Bear in mind the FCA are the enforcement body for The Takeover Panel, who are clearly determined to hold King fully to account
Final point , given the hostility between King and the Easdales, I suspect they won’t do him anynfavours atball. If they sell ,and that appears likely, then i’m sure they’ll want Kings cash unless they got a better offer from Club 1872
Big Pink
King was ordered to comply on the 28th February.
It’s now 12th June.
It may as well be the 12th of Never.
The guy has more Teflon than DuPont!
I remember being totally flabbergasted when he managed to get a US visa.
A guy with over 40 convictions in SA?
Some mornings I wake up and think I have slipped into some dystopian, alternate reality where a fat orange huffalump rules the known world and a wee nyaff from Castlemilk can stick two fingers up at the British “establishment” with impunity.
Re the buying shares from Ashley.
WAS THE DECISION TO SPEND £1MILLION ON MIKE ASHLEY’S SHARES A DIFFICULT ONE? THAT WAS MONEY THAT WENT TO HIM RATHER THAN INTO THE CLUB.
LF: That was a consideration but it brought an end to the well documented difficulties that the club had been having with Mike Ashley. We factored that in and that was ultimately what made us take that decision.
BT: I think that has proven to be the right decision, hasn’t it? In terms of the reaction to it.
LF: We had between 700-1000 new members in the week or two after the Mike Ashley share purchase and I think because it removed his influence from the club, you can’t underestimate or underplay the significance of the purchase, not just for Club 1872 because it saw us become the second largest shareholder, but for Rangers as well.
The money did go directly to Mike Ashley. But we believe it was an investment in the club in terms of removing his influence. It was a really good moment.
I see the London Times reporting that the SFA’s Tony McGlennan has ‘resigned’.
DunderheidJune 12, 2018 at 08:13
‘..I see the London Times reporting that the SFA’s Tony McGlennan has ‘resigned’.’
__________________
The report has this:
‘One of McGlennan’s last acts was among his most controversial, when he issued two charges against Rangers for alleging breaches of SFA regulations relating to how the club obtained a Uefa licence to play European football in 2011.He had conducted an eight-month investigation into the episode before he issued the charges. The principal hearing into the case will be on June 26, with Rangers having said the club will “fiercely resist” what it called “ridiculous” charges.’
https://www.thetimes.co.uk/article/tony-mcglennan-resigns-from-sfa-post-mclk8d6vl
Is the Compliance officer the one who acts as presenter of evidence to the ‘principal’ hearing?
If so, has McGlennan resigned because of opposition to/interference with the evidence he wants to present?
If so, I would hope he would make an issue of it, and call out anyone on the Board of the SFA who might have wanted concealment or fudge.
Who can they find to step in as CO before 26th?Or is this another delaying tactic in the hope that somehow the matter might go away?
Is he the Compliant Officer? Thought he might go before submitting his report.
Dunderheid June 12, 2018 at 08:13
John Clark June 12, 2018 at 08:35
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It’s interesting to note how slow the SMSM have been this morning in following this up. I’ve only seen Graeme Spiers retweet the link.
I can just imagine that the journos are busy phoning up their pals at Hampden (or Level 42) for an angle on the story.
EJ @ 09:50 said: ‘It’s interesting to note how slow the SMSM have been this morning in following this up.’
Yes, indeed.
Perhaps the fact that this little nugget has come to light via a London title says something, too?
A further point on Club 1872’s motives
It’s logical. Although highly inappropriate for a CIC
King wants to avoid even having to make an offer , and lodging the £11M .
King wants to get to a position where he already has enough shareholders committed to reject, that 50% needed for the offer to go unconditional is impossible .
Club 1872 are the only option for that to happen
He has effectively turned Club 1872 into his lackey
Takeover Panel might though react by including Club 1872 in the Concert Party , which would be the end of them
Although picking on a CIC much harder than taking on a known rogue like King
If I was a betting man I’d say it’s odds-on Mr McGlennan has been well and truly gagged.
I’d like to be wrong.
The media silence in our wee country is deafening, shameful, corrupt and very very sad.
I know however that The Resolutioners will not let this just go away.
And one day Hampden will realise the only way to move on is to do the right thing.
Quite interesting development re the Comp Off. Suggestive of some internal strife with the Hampden corridors of power.
In other news the Herald is carrying a piece on Craig White’s latest/current court case. According to that particular organ the Rangers FC Group initially sued for £2.8 million but are now seeking £18 million and are considering appointing receivers. Does that suggest that suggest they would foreclose if they win the case?
Club 1872 will need to recruit a few more members if that should transpire.
Just a reminder too. I’m seeing some chat about why a liquidated company “abnormally requires receivers.” Notwithstanding the problem of the floating charge that appears more buoyant than some would like the simple reason “receivers” are required is because of the insurance payout from the insurers for Withey et al.
The requirement to distribute residual cash (apparently straight into BDO and assorted other lawyers pockets) is absolutely nothing to do with any intrinsic value of the shell of Rangers Football Club and everything to do with that payout.
In effect, via general premiums, we’re all paying for that as well.
McGlennan’s impartiality has been questioned ever since he defended a Celtic fan in court after he was slashed at an ICT cup tie in Inverness.
Already on RM they are claiming another victory – Hughes and McGlennan, according to them, are the two responsible for bringing the ‘ludicrous’ charges re the euro licence and both have now been forced to quit.
Dave King is apparently playing “a blinder” and hopefully McGlennan’s job will now be given to “a good Presbyterian.”
McGlennan oversaw two major incidents in which Tonev was deemed a racist and Meekins was let off for the famous hand ball incident in the Scottish Cup semi final.
I understand that the C O has tendered his resignation, effective in September.
Therefore, he will still be in situ until then.
He is also going to be involved in the procurement of his successor.
Let’s hope he goes out in a blaze of glory and integrity.
I’m not a betting man but what McGlennan and McKinlay and Regan’s resignations are telling me is that the Judicial Protocol system and Compliance arrangements that all clubs voted for is causing one club in particular massive problems.
If other clubs do not step up to the plate and defend the protocol then the game is beyond saving.
John ClarkJune 12, 2018 at 08:35 (Edit)
I suspect “interference” is the reason.
The TRFC statement saying end of March accusations are groundless and were dropped does not stand up to evidence to the contrary, but proof of “groundlessness” is needed and only the JPDT could do that by looking into the accusations and dismissing them.
As I said the JP Protocol is under challenge and with it the integrity of clubs and so our game.
MACFURGLYJUNE 11, 2018 at 16:06
Lawman, you have stuck doggedly to the interpretation of events regarding the date at which tax became overdue provided by RFC(IL) at the time. This version of events has subsequently been found through evidence provided under oath and supported by documents produced in court, to be untenable. This evidence has been repeatedly produced on here.I understand your determination not to accept the reality illuminated by this turn of events, but it’s time to let go, it’s not only wearisome, but becoming embarrassing.
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In you opinion of course. Which i absolutely respect your right.
BARCABHOYJUNE 11, 2018 at 17:57
I dont know how accurate the story is that Club 1872 is going to take out a £2 Million loan.
_____________________________
I will tell you. Its made up nonsense.
JOHN CLARKJUNE 12, 2018 at 08:35
I really don’t know what the hell is going on, but it stinks. It is just a shambles, a complete clusterf*ck of an Association. How can anyone not look at us and see us as a joke. The fingerprints of this debacle stretch back many years but somewhere along the line greed took over, money could be made at any cost and that cost of getting Rangers and The Rangers to the top of Scottish football and keeping them there has now completely compromised the game in Scotland. People are resigning. The SMSM are too scared or not willing to do their job. SR at one point had to bloody run a letter past CW that he wanted to issue to the press !! Let’s wait and see what the verdict is in the notices of complaint, we’ve waited this long but time is running out.
TheLawMan2 June 12, 2018 at 11:18
TheLawMan2 June 12, 2018 at 11:22
TheLawMan2 June 12, 2018 at 11:25
==============================
In you opinion of course. Which I absolutely respect your right.
John Clark
June 11, 2018 at 19:23
Whilst Club 1872 and RIFC aren’t authorised or regulated by the FCA, RIFC is listed on the London Stock Exchange. I’ve therefore referred your concerns about the shareholder of Club 1872 likely being a nominee of RIFC to our Market Abuse team for their consideration.
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Forgive my ignorance, but I thought RIFC were de-listed some time ago. Does anyone know which market are they now trading on.
HOMUNCULUSJUNE 12, 2018 at 12:44
Their shares can be bought /sold on JP Jenkins trading platform .
https://rangers.co.uk/club/investor-centre/announcements/
paddy malarkey
June 12, 2018 at 12:57
HOMUNCULUSJUNE 12, 2018 at 12:44
Their shares can be bought /sold on JP Jenkins trading platform .https://rangers.co.uk/club/investor-centre/announcements/
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JP Jenkins is a trading and exchange platform for companies which are unlisted and unquoted and thus provides them with a solution that enables existing shareholders and prospective shareholders to deal in their shares.
DunderheidJune 12, 2018 at 09:59
‘..Perhaps the fact that this little nugget has come to light via a London title says something, too..’
___________________
In fairness to him, and for those who may not have clicked on the link to the story in the ‘Times’, the by-line credits Michael Grant,of this parish.
HOMUNCULUSJUNE 12, 2018 at 12:44
I think they have a stall on Eastenders bud ??
Sorry my mistake that was the AGM under the Gazebo at the Crumbledome.
???♂️???♂️???
Lawnman – don’t you have some gardening to do? You’re just clogging the place up here now. This is of course my opinion which you fully respect (save you posting) (again).
Homunculus.
Paddy’s Market?
Some high profile Sevco supporters (Leggoman) claiming there is truth in the DaviesLeftPeg article. Leggoman, Lawman, Phil McG…. who to believe??? And deafening silence from the SMSM. (Well apart from more embarrassing excuses as to why the latest player – who would walk over broken glass to sign for the Ibrox outfit – has decided not to bother after all.)
The Rangers website is carrying footage of the grass being cut, the goal posts getting a lick of anti-griff paint, and yesterday, photos emerged of painters touching up the Ol’ Lady. All that was missing was someone rearranging the chairs in the club deck. ?
JOHN CLARKJUNE 12, 2018 at 08:35
‘One of McGlennan’s last acts was among his most controversial, when he issued two charges against Rangers for alleging breaches of SFA regulations relating to how the club obtained a Uefa licence to play European football in 2011
======================
Why are these charges deemed to be controversial? An investigation has found evidence which it believes shows dishonesty and has issued charges. By the Times reporter’s reckoning does that mean every time the police find evidence to bring charges against people it is controversial? Can’t it simply ever be the case wrongdoing has been found and should be punished!
HomunculusJune 12, 2018 at 13:04
‘..JP Jenkins is a trading and exchange platform for companies which are unlisted and unquoted and thus provides them with a solution that enables existing shareholders and prospective shareholders to deal in their shares.’
___________________
Yes.
I myself was puzzled that the FCA chap referred to RIFC plc as being a ‘listed’ company, because it de-listed in 2015.
I think that, although a plc may be ‘unlisted’, the trading of its shares is in the general public domain in that any member of the public can approach JP Jenkins to ask if there are any shareholders looking to sell.
So even an unlisted plc, as a plc, comes under closer scrutiny in the matter of share-dealings than a private limited company, which cannot in any way offer shares to ‘the public’?
“he issued two charges against Rangers for alleging breaches of SFA regulations relating to how the club obtained a Uefa licence to play European football in 2011.”
Why would he issue charges against Rangers for alleging breaches? I would have thought Rangers were denying breaches of regulations? Everyone knows there were breaches…
Helpumoot
June 12, 2018 at 13:40
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Maybe its just because I find the notion of a CIC borrowing £2m to buy shares in a heavily indebted loss making PLC so bizarre that I find it difficult to believe it to be true.
This is based on no insight, knowledge or exclusive it just makes no sense to me.
Who would lend them the money, with what security, on what onerous terms.
The only thing I can think of, and it’s equally bizarre, is that the PLC themselves could do it. Sell them the shares, take what money is available just now and pay the rest as you receive monthly donations. They would effectively be providing a “loan” to buy the PLC’s own shares.
Did Fergus McCann not do something similar at the floatation. Provide the fans with interest free loans to allow them to buy the shares in the club. I’m not sure how the mechanics worked, and it was probably him personally or a third party lender but I do recall soething like that happening. The supporters / shareholders then repaid the loans.
Different times of course.