Rangers crisis: Key documents in the meltdown of Ibrox club
From business forms to court decisions - some of the key resources in the Rangers crisis.
The imminent appointment of liquidators to take over Rangers FC plc comes after years of financial mismanagement at the club.
Several documents, including court decisions and forms filed with Companies House, have been dissected and interpreted by the media, insolvency experts and bloggers - among others - in an attempt to piece together the picture of the economic situation inside Ibrox that brought the club to its knees.
Now, four months after administrators Duff and Phelps were appointed to take over the running of the club, the clear extent of its problems, including current and legacy issues, remains unclear.
Here are some of the key publicly available resources that highlight the wide range of financial issues that have led to Rangers needing to form a new corporate entity to survive. This does not purport to be an exhaustive list, while there are also several other documents that are not yet in the public domain that would further explain the situation at Ibrox.
The Rangers Annual Report 2010 shows the financial picture at Ibrox towards the end of Sir David Murray's reign at the club. It details that the club was £27m in debt and also mentions the tax tribunal the club had become involved in over the use of offshore employee benefits trusts (EBTs) to pay players and directors.
When Sir David sold his 85% stake in the club to Craig Whyte in May 2011, the new owner made several claims about what investment he would make into the club. This was detailed in a circular to shareholders as well as promises by Mr Whyte that he would "waive the debt it has acquired" by taking over the club.
Among Rangers biggest creditors after it went into liquidation was Ticketus. It had struck a £25.3m deal with Mr Whyte for future season tickets at Ibrox, which he used to effectively fund his takeover and wipe out the club’s £18m debt to Lloyds Banking Group. The MG05 form that first hinted at this deal is still available online at the Rangers Tax Case blog, which recently won the Orwell Prize for charting the meltdown at the club.
A similar financing deal Mr Whyte entered into saw future income from the Ibrox catering contract with Azure used to fund the provision of new kitchen equipment and big screens at the stadium. The form relating to this security granted to Close Leasing Limited shows how the owner used existing club income streams, as opposed to investing any of his own money to run Rangers.
The businessman who bought the club for £1 released un-audited accounts for 2011 several months late last November, which left several questions over the reality of the financial situation at Ibrox, while Mr Whyte also admitted in a Plus Stock Exchange announcement that he had previously been banned as a director before the regulator suspended the club from trading its shares at the start of 2012.
Several court cases involving Rangers and their owner have shed some light on the financial meltdown at the club. Days before administrators were appointed in February, during a case involving Mr Whyte’s company Tixway UK, a sheriff branded him a "wholly unreliable" witness.
Later that month Duff and Phelps were appointed to take over the running of the club. By April they publishes a progress report, including details of a creditors list that could run to as much as £134m. Prior to that, the administrators had sought guidance from the Court of Session on the Ticketus contract. The outcome of this action was that the deal could be ripped up if it was deemed to be in the best interests of the creditors, which administrators did in May.
After considering several ‘bids’ for the club, Rangers administrators selected American tow-truck business owner Bill Miller’s £11.2m newco offer. Less than a week later he walked away from the process, citing issues with the information administrators had provided his team.
Paul Clark and David Whitehouse then announced that they had entered into a "binding contract" with a consortium led by Charles Green to sell him the club. This was followed up by the administrators publishing his company voluntary arrangement (CVA) proposal that was rejected by HMRC. One of the indicators pointing to the tax authority’s stance on the proposal was that it insisted on getting neutral insolvency firm BDO appointed to liquidate the club should the CVA fail, which was a condition it specified in an agreement with Duff and Phelps.
Since Mr Green became involved in Rangers, the club took the Scottish FA to court over a 12-month player signing ban it imposed on the club for various rule breaches, including bringing the game into disrepute. The full SFA judicial panel judgement that detailed the reasons for the ban is available online** while Lord Glennie’s decision that referred the ban back to the association’s appellate body also appeared to have significant implications for the club.
Now with a newco scenario likely at Rangers, the SFA handbook and the Scottish Premier League’s rulebook and articles of association are all useful reading on what will happen next as the club tries to stay alive.