Rangers put into liquidation by HMRC
HMRC has refused Charles Green’s proposed company voluntary arrangement (CVA), which means the Ibrox club will go into liquidation within the next few days.
HMRC is reportedly owed more than £21m by the club, thus ensuring the liquidation of Rangers.
The Revenue issued the following statement: “Liquidation provides the best opportunity to protect taxpayers, by allowing the potential investigation and pursuit of possible claims against those responsible for the company’s financial affairs in recent years.”
Placing the club in the hands of the liquidators is also expected to kick off a detailed investigation into the financial affairs of Rangers over the past two decades.
Green had hoped his £8.5m offer would be enough, but with 38% of the current £55m debt belonging to HMRC and 75% creditor approval required, the department's approval was central to his plans.
Last night Green attacked HMRC for misleading him, saying: “It’s massively disappointing and I think to some extent we have been misled by HMRC.
“Duff & Phelps have consistently said to me that they were in dialogue with HMRC and that they hadn’t rejected the CVA route.”
He will now complete his purchase of Rangers’ assets, including Ibrox Stadium, Murray Park and the Albion Car Park, for £5.5m at the end of this week.
Last month administrators Duff & Phelps gave Green preferred bidder status and last night joint administrator Paul Clark closed the door on any rival bid for the club’s assets being considered, claiming the agreement was binding.
Green and Duff & Phelps remain adamant the contracts of players will transfer over to the new company, an issue disputed by the players’ union and PFA Scotland.
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14 May - Rangers FC has been rescued by the "Green Knight" in the form of Charles Green, former chief executive of Sheffield United FC. Backed by international venture capital funding, he has successfully concluded an £8.5m deal with administrators Paul Clark and David Whitehouse of Duff & Phelps.
Although the Green consortium has been involved for a number of weeks, there was considerable uncertainty as to the developments.
"I don't know if they are going to do due diligence or if they are just going to buy the club," manager Ally McCoist was quoted as saying.
Green now is reported to have promised to bring “governance and compliance” to the club, that will this week appeal against a 12-month transfer embargo and the £160,000 fine imposed by the Scottish Football Association for “bringing the game into disrepute” under current owner Craig Whyte’s tenure.
Green, with a 20-member consortium from UK and Asia, hopes to take Rangers out of administration with a company voluntary arrangement (CVA) with creditors on 6 June.
The consortium emerged publicly as the third contender in the wake of American millionaire Bill Miller’s withdrawal as preferred bidder, and failure of Scottish businessman Brian Kennedy and former Ibrox director Paul Murray of the Blue Knights consortium, to have their offer for the club accepted by Duff and Phelps.
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8 May - Turmoil returns to Rangers after Bill Miller withdrew his bid. According to the BBC, the US trucking tycoon blamed fan opposition and fresh information that revealed the seriousness of the club's finances.
The administrators, however, said they still had options remaining, with bids from three other parties on the table.
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4 May - The £11m bid for Rangers FC from US trucking tycoon Bill Miller will be taken forward by the administrators as the preferred bid. After a week of deliberations, administrators Duff & Phelps confirmed last week that they had chosen a preferred bid from the two offers received for the football club.
"we have received an unconditional bid for the business and assets of Rangers Football Club plc from Mr Bill Miller which has been accepted and he is now the preferred bidder. Mr Miller now proposes to complete his transaction by the end of the season," administrators Duff & Phelps said in an official statement. "After many weeks of negotiation and deliberation we believe that the structure of the bid from Mr Miller provides not only the most deliverable outcome but preserves the history of the Club. Rangers Football Club will continue as the football club it has been for 140 years...
"Mr Miller's proposal involves the use of a specially created newco in addition to the retention of the Rangers Football Club plc. The business and assets he proposes to purchase will be sheltered in a newco and returned to the plc once the plc has been 'cleaned up'."
There was some surprise that Miller was selected ahead of the higher profile bid put together by "Blue Knights" Brian Kennedy and Paul Murray, but Duff & Phelps commented: ""The bid submitted by Mr Miller is substantially greater than any other proposal and provides the best return to creditors."
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27 April - Joint administrator David Whitehouse confirmed that they had received two formal bids for control of Rangers Football Club. Both bids at this stage remain conditional.
“We are in receipt of a bid from Bill Miller whose bid is conditional on securing greater comfort and clarity from the football authorities in relation to sanctions against Rangers. Clearly, the events of last Monday night when the SFA’s judicial panel imposed severe and, in our view, unwarranted penalties on the Club had a destabilising effect on the sale process.”
Nevertheless, Miller and his team have adjusted the structure of their bid to ensure the club can go forward to meet the football authorities' requriements.
On behalf of the so-called "Blue Knights", Brian Kennedy and Paul Murray also submitted a bid conditional on a CVA being approved by creditors and the acquisition of Craig Whyte's shares in club. Ticketus, which owns some of the revenue streams from future season ticket sales, withdrew as a potential partner from the Blue Knights bid, Whitehouse added.
“What should be clarified is that neither bid involves liquidation of the football club. In terms of quantum, there are significant differences between the two offers in terms of a prospective return to creditors and approach to future funding and these have to be evaluated. We will provide a further update as soon as possible.”
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24 April - Rangers owner Craig Whyte was given a lifetime ban from involvement in Scottish football along with a 12-month transfer embargo for the club. The transfer embargo prohibits Rangers from signing any players aged over 19 years and is a major obstacle for the two remaining bidders in rebuilding the side.
The process of identifying a preferred bidder for the club continues to be unresolved with US magnate Bill Miller and the Blue Knights consortium still in the running.
The Scottish Football Association (SFA) judicial panel has also fined the club £160,000 for five breaches of their Articles of Association and fined Whyte £200,000 for two offences.
The panel found that Rangers:
- failed to observe statutes and directives - £10,000 fine
- had undergone an insolvency event - £50,000 fine
- had brought the game into disrepute - £100,000 fine.
Whyte dismissed his personal ban, but told The Telegraph it was very harsh on Rangers: “I am surprised at how harsh the SFA have been on a club which is going through tough times at the moment.
"The SFA want to kick Rangers when they are down and I hope people remember that. They are playing to the media."
The club’s administrators, Duff & Phelps, also complained about the severity of the sanctions amid fears that the prospective buyers, Bill Miller and the Blue Knights consortium, may withdraw their interest as a result.
In a statement it condemned the sanctions, Paul Clark, joint administrator, said: "All of us working on behalf of the club are utterly shocked and dismayed by the draconian sanctions imposed on Rangers in respect of these charges.
"It appears that on one hand the disciplinary panel accepted our central argument that responsibility for bringing the club into disrepute lay with the actions of one individual - Craig Whyte - as is evident from the unprecedented punishment meted out to him.”
Meanwhile, speculation continues over the outcome of Rangers' tax tribunal involving their implementation of an EBT scheme where up to £50m is at stake.
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20 April - Duff & Phelps, the administrators of Rangers, issued the following statement on the bidding process, reiterating that no unconditional bid had been tabled by any party:
“There have been a number of complicating factors in recent weeks, not least the cloud of possible further SPL sanctions against the Club and the withdrawal of one of the parties last week when it emerged they had no formal agreements in place with their partners .
This, combined with uncertainty regarding the role of Ticketus in any future ownership, has led to delays that we and all Rangers supporters would prefer not to have occurred.
Let me be clear - we could not have moved more quickly during the past week as there was not a bid capable of acceptance.
Despite suggestions to the contrary, it is not a case of the administrators refusing to nail down their choice - we can only accept a bid that is unequivocal.
Today, we have seen the Singapore consortium led by Mr Bill Ng issue a statement announcing withdrawal from the process whilst indicating the possibility of launching a bid again at a later time.
This has been reflective of the changing position of bidders.
We have also read the statement by Mr Bill Miller that sets out a vision for the Club, but acknowledges it as being dependent on possible SPL sanctions. We can however say that if these issues could be addressed the structure of the bid has potential.
As things stand tonight, the Blue Knights have informed us they are in discussion with Ticketus. We will consider what progress they are making with a view to making a final decision at the beginning of next week.
We realise the frustrations of the Rangers fans who want this process to come to a swift conclusion.”
Duff & Phelps then gave Blue Knights, led by former Ibrox director Paul Murray, 48 hours to submit a bid strong enough to take the club out of administration through a Company Voluntary Arrangement (CVA).
Administrator Paul Clark confirmed that if the Blue Knights consortium – which has the backing of Ticketus – did not make a new offer, then Mr Miller would be given preferred bidder status.
The previous week Duff & Phelps had detailed its case for "consequential losses" in legal documents now lodged with Collyer Bristow, the firm which led the negotiations that saw Whyte buy the club for just £1.
The administrators are understood to have made allegations of professional negligence and a breach of rights and obligations against the firm.
The legal move was the latest attempt by Duff & Phelps to reclaim money owed to Rangers, however Collyer Bristow said the claims would be contested "in the strongest possible terms".
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5 March - As the administrators from Duff and Phelps seek £1m a month savings, the highest-paid players at Rangers reportedly offered to take a 75% wage cut, with less well paid squad members taking smaller reductions. The offer was sanctioned by the players' union, but no agreement was reached.
As the team slumped to a 2-1 defeat to Hearts on Saturday joint administrator David Whitehouse said job losses were likely and that PFA Scotland's offer for wage deferrals was unacceptable.
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2 March - The administrators for Rangers FC confirmed they had secured a court order to seize £3.6m from Craig Whyte’s solicitors. Law firm Collyer Bristow, holding the funds, has now paid the amount into an account held by the administrators' lawyers Taylor Wessing, reported STV Scotland. Collyer Bristow will disclose details of all payments made by it on behalf of Rangers since Whyte's takeover in May 2011.
The £3.6m will be frozen in Taylor Wessing's account until the court decides on whether Rangers is entitled to the proceeds. Joint administrator Paul Clark said: "We made this week an emergency application to the High Court in London to secure money held in the client account of solicitors, Collyer Bristow, who had acted for the purchaser of the Club in May 2011 and the decision on redundancies at Ibrox is postponed to this coming week.”
Money from the sale of season tickets to Ticketus, thought to be around £24m, was transferred to solicitors Collyer Bristow before Whyte’s takeover. Of that, £18m was used to pay off debts owed to Lloyds Banking Group.
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2 March - Former club director Hugh Adam alleged that some players at Rangers have "hidden" contracts where the full paperwork was not been submitted to the Scottish Football Association.
The latest allegation of impropriety has been referred by the SFA to an independent inquiry led by Lord William Nimmo Smith. The panel also includes Professor Niall Lothian, a past president of the Institute of Chartered Accountants, and Bob Downes, deputy chairman of the Scottish Environmental Protection Agency.
With talk of redundancy among the playing and coaching staff becoming rife, the BBC reported Rangers players rejected a proposal to play for the rest of the season for free.
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1 March - Thomas Docherty, the MSP for Dunfermline and West Fife called into question the actions of Rangers FC administrator Duff and Phelps in a Commons debate on Scottish football tax liabilities last night.
“Rangers entering administration has had a devastating impact on Rangers staff; companies owed money by Rangers; and the [Scottish] Premier League 11 members,” he said.
Two clubs in the SPL claimed to be owed ticket sales money by Rangers. SFA and SPL rules dictate total gate receipts for a league game belongs to the home club, but revenues are shared for cup games. The nature of Scottish football means that the impact on other clubs of the Rangers crisis is severe. The annual wage of a Dunfermline player is less than the weekly salary of a Manchester City, Chelsea, or Manchester United squad player, the MSP added.
When Rangers went into administration, Duff and Phelps refused to hand gate receipts money to Dundee United or Dunfermline, arguing it should go into the pot of creditors’ money.
“The message to Rangers administrators is: that money does not belong, and has never belonged, to Rangers. Holding on to it is… nothing short of theft,” Docherty argued. For the two clubs involved, despite the support of the SPL and the SFA, it will probably take months to recover money to which they are legally and morally entitled from Duff and Phelps.”
Edinburgh-based Heart of Midlothian, meanwhile, said it is owed close to £1m for the transfer of a player to Rangers.
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28 February - Rangers FC was fined £50,000 by the PLUS Stock Exchange for failing to disclose Craig Whyte's previous disqualification as a director when the takeover of the club was completed in May last year. Whyte was disqualified in 2000 for seven years, but the Ibrox club did not confirm this to the regulator until November 30 – six weeks after the Insolvency Service had done so.
If the club does not file its audited accounts by 31 March, it is likely to lose European football next season under UEFA rules. Strathclyde Police also warned Rangers that it would not be able to provide policing for matches at Ibrox, unless it was paid up front. Whyte, meanwhile, is due to return to UK from his Monaco home today to meet with the administrators.
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22 February - As they pore over the books of Rangers Football Club, administrators from Duff and Phelps, are considering a couple of key questions.
The first question, since they were called in as a result of non-payment of £9m in VAT and PAYE, revolves around whether this money was being used to fund day-to-day activities, which could indicate that the club was trading while insolvent. For current owner Craig Whyte and his fellow directors, this is the more serious question as it could result in further legal action against them.
But much of the attention around the administration is focusing on what happened to the £24m or so that Whyte raised by taking out a loan against future season ticket revenues with the agency Ticketus.
A spokesman for the administrators said they could not comment on any point of law. Investigations were still continuing about why the tax went unpaid and what identifiable assets the club retained. “At this stage it is far too early to identify what long term reasons exist other than to say all football clubs need to get into a position that income exceeds expenditure,” the spokesman said.
Joint administrator David Whitehouse released a written statement to answer concerns about agreement between the Rangers and Ticketus.
“Following information received, it is now apparent that the proceeds from the Ticketus arrangements amounted initially to a sum in the region of £20m plus VAT. Subsequently, £18m was transferred to the Lloyds Banking Group,” he said.
“The application of the remainder of these proceeds is subject to further examination.
“We are now investigating all the circumstances surrounding both the purchase of the majority shareholding in Rangers Football Club plc and the flow of funds which stemmed from the transaction and were intended to fulfil the purchasers’ obligations at the time of the sale.”
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17 February - HMRC’s decision to petition the Court of Session in Edinburgh to appoint an administrator at Rangers FC on Tuesday has triggered a wave of soul-searching and speculation north of the border and on AccountingWEB.
On Monday 14 February, Rangers owner Craig Whyte filed a notice of intention to appoint administrators, explaining in a public statement that the potential £50m+ cost of losing the club’s appeal against HMRC’s assessments on payments made to players through employee benefit trusts.
But Whyte made no reference to the £9m of unpaid PAYE and VAT which HMRC cited as grounds to send in the administrators the following day.
According to Tom English in The Scotsman the notice of intention was a tactic on Whyte’s part to ensure that his favoured administrators were appointed. In English’s view, the non-payments of VAT and PAYE were not entirely accidental.
This assertion was confirmed by administrator David Whitehouse at a press conference on Thursday, when he described the withheld tax money was used as a “funding tool” for the club. “Insolvency came about because of the consequences of losses since the takeover,” he said.
The administrators met with the first team and coach Ally McCoist during the week to confirm that the league match against Kilmarnock would take place as scheduled on Saturday. Although there will be no immediate cuts in the playing staff, they will consult the manager to draw up longer term redundancy plans. The administrators also revealed that they had revealed several expressions of interest from potential buyers.
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15 February - Paul Clark and David Whitehouse of Duff & Phelps were appointed joint administrators of Rangers FC on Tuesday 14 February.
In response to financial difficulties caused in part by its £50m+ tax dispute with HMRC over payments to employee benefit trusts for its players, the club filed a notice of intention to appoint administrators on Monday. But this was swiftly followed by petition for administration from HMRC to the Court of Session in Edinburgh today over the non-payment of around £9m in PAYE and VAT since current owner Paul Whyte took over the club in May 2011.
“HMRC have been working closely with the Club in recent months to achieve a solution to the club’s difficulties. However this has not been possible due to ongoing losses and increased tax liabilities that cannot be sustained,” said the administrators after their appointment.
“We are working together with management and its major creditors including HMRC to achieve a solution to the financial problems which will ensure the ongoing survival of the business, which is of paramount importance to all concerned,” he added.
Clark thanks fans for their past and present support and added that all the stakeholders at Rangers were working hard to “ensure the long-term future of this national institution”.