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Gratuitous Alienation rears its head again

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I see Charles Green dismissed out of hand the suggestion that his new company’s property assets were worth in the region of £8.5m, as suggested in a recent blog [he may be referring to Celtic Quick News, but we made no comment on what the assets were actually worth], although he refrained from disputing heads of terms exist for the sale and leaseback of Ibrox, Murray Park and the Albion Car Park.

Green told Talk Sport, “The blog I’ve seen said that we’re going to enter into a sale and leaseback for £8.5m, you can shove the offer where the sun don’t shine. We’ve got a valuation in the share prospectus in excess of £80m.”

Mr Green is clearly an experienced negotiator.

I am grateful to Paul McConville, who yesterday employed our favourite legal term, Gratuitous Alienation.  It was June this year when Celtic Quick News suggested “Gratuitous Alienation [will]enter the lexicon soon.  Gratuitous Alienation is the Scots legal term describing when property (or cash) is transferred to another party without any, or adequate, consideration.”

Paul reminds us that “Mr Green bought all the assets, including the right to over £3 million in cash due to the former Rangers, at a cost of £5.5 million. Now he says that the fixed assets are worth in excess of £80 million, and that a sale and leaseback at a price of £8.5 million is nonsense.

“If BDO [liquidator of the club formerly known as Rangers]challenges the transaction as a gratuitous alienation, then it is for the purchaser to establish that “adequate consideration” was paid for the assets. That is NOT the same as saying it was the best offer anyone made.

“If BDO do raise a court action, I struggle to see how Mr Green can state that he has paid “adequate consideration” for the assets. Maybe someone could ask him”.

I am absolutely sure Mr Green will be able to demonstrate that he paid adequate consideration for the assets.  He is a resourceful and experienced businessman.  If anyone is going to find newly established oil under the Ibrox pitch, he will.

I am also sure that BDO are far too busy to worry about such questions and that the interests of creditors are best served by forgetting about this whole business.  Haven’t these poor creditors been through enough?

Mr Green also told Talk Sport “The club has got cash, and it’s still got no debts.”  This claim was modified slightly by a statement on rangers.co.uk, “The Rangers Football Club Ltd is a company free of external debt”, perhaps suggesting the company is in debt to people or organisations involved in its operation.

It would be interesting to learn what internal debt The Rangers Football Club Ltd has, what terms exist on the debt and whether money raised in the forthcoming IPO will be used to repay debt.  If only Mr Green ever spoke to someone in the media, exposing himself to such questions.

Busy day, more later, hopefully.  We’ll get onto the John McGlynn plan tomorrow.

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  1. For those of you who want to read the relevant section of the Insolvency Act 1986 here it is. D&P as administrators could have challenged the sale to Whyte. BDO as liquidators could challenge the sale to Green.

     

     

    Craiginho (Whose middle name is Whyte (seriously) and is having much laughter at all his mates who accused him of buying Rangers last year!!)

     

     

    Insolvency Act 1986 c. 45

     

    Part VI MISCELLANEOUS PROVISIONS APPLYING TO COMPANIES WHICH ARE INSOLVENT OR IN LIQUIDATION

     

    Adjustment of prior transactions (administration and liquidation)

     

     

    242.— Gratuitous alienations (Scotland.

     

    (1) Where this subsection applies and—

     

    (a) the winding up of a company has commenced, an alienation by the company is challengeable by—

     

    (i) any creditor who is a creditor by virtue of a debt incurred on or before the date of such commencement, or

     

    (ii) the liquidator;

     

    (b) [a company enters administration] 1 , an alienation by the company is challengeable by the administrator.

     

     

    (2) Subsection (1) applies where—

     

    (a) by the alienation, whether before or after 1st April 1986 (the coming into force of section 75 of the Bankruptcy (Scotland) Act 1985), any part of the company’s property is transferred or any claim or right of the company is discharged or renounced, and

     

    (b) the alienation takes place on a relevant day.

     

     

    (3) For the purposes of subsection (2)(b), the day on which an alienation takes place is the day on which it becomes completely effectual; and in that subsection “relevant day” means, if the alienation has the effect of favouring—

     

    (a) a person who is an associate (within the meaning of the Bankruptcy (Scotland) Act 1985) of the company, a day not earlier than 5 years before the date on which—

     

    (i) the winding up of the company commences, or

     

    (ii) as the case may be, [the company enters administration] 2 ; or

     

    (b) any other person, a day not earlier than 2 years before that date.

     

     

    (4) On a challenge being brought under subsection (1), the court shall grant decree of reduction or for such restoration of property to the company’s assets or other redress as may be appropriate; but the court shall not grant such a decree if the person seeking to uphold the alienation establishes—

     

    (a) that immediately, or at any other time, after the alienation the company’s assets were greater than its liabilities, or

     

    (b) that the alienation was made for adequate consideration, or

     

    (c) that the alienation—

     

    (i) was a birthday, Christmas or other conventional gift, or

     

    (ii) was a gift made, for a charitable purpose, to a person who is not an associate of the company,

     

    which, having regard to all the circumstances, it was reasonable for the company to make:

     

    Provided that this subsection is without prejudice to any right or interest acquired in good faith and for value from or through the transferee in the alienation.

     

     

    (5) In subsection (4) above, “charitable purpose” means any charitable, benevolent or philanthropic purpose, whether or not it is charitable within the meaning of any rule of law.

     

     

    (6) For the purposes of the foregoing provisions of this section, an alienation in implementation of a prior obligation is deemed to be one for which there was no consideration or no adequate consideration to the extent that the prior obligation was undertaken for no consideration or no adequate consideration.

     

     

    (7) A liquidator and an administrator have the same right as a creditor has under any rule of law to challenge an alienation of a company made for no consideration or no adequate consideration.

     

     

    (8) This section applies to Scotland only.

  2. Good afternoon.

     

     

    Can anyone tell me the reason why our next home league game (against St Johnstone) has been moved to Sunday 11 November. It’s a 3.00 kick off and doesn’t appear to be for live TV?

     

     

    Back to lurking, oops I mean working, obviously…

  3. Hearing that at the CoS Collier Bristow are opposing the ending of the administration. Not sure what that is about?

  4. Great article, laughed out loud several times. Oil under the pitch indeed.

     

    Anyway, how can you tell when Chuck’s telling porkies?

     

    Easy, his lips move.

     

     

    Hail Hail,

     

    KevinBhoy.

  5. A Ceiler Gonof Rust on

    Lubo’s Magic Boots 12:59 on 31 October, 2012 ……… Wonder what the sevcovians learn about on their blogs?

     

    …………………………………………………………………

     

     

    Probably nothing. RM has melted today. Probably something to do with beedy O.

     

     

    I had a quick squint on line at the DR to see how they were reporting today’s monumental events. Not a peep. Then again, I looked under sport when perhaps I should have checked under entertainment:)

  6. South Of Tunis on

    Green paid £ 5 .5 million ——- value market price ? Don’t think so ..

     

     

    Maybe Green etc will claim a true ,just and necessary cause . The Great Panjandrum did refer to the business as being part of the fabric of the nation . .

     

     

    Whatever happened to the Ticketus money ?

  7. I wouldn’t be surprised if it ends up as a case of gratuitous supermarionation instigated by Captain Green and the Mysterons.

  8. Lubo’s Magic Boots

     

     

    On FF

     

     

    I learned that Peter Lawwell is a puppet master controlling the

     

    SFA/SPL/UEFA/BBC/FIFA/3rd divison sides that raise their game/SSB/etc etc etc and everything else in the unvierse whilst under instructions from ROME.

     

     

    Also learned that what I thought was innocent Jelly n ice Cream

     

    song was actually reference to a republican jail break in NI.

     

     

    Fair enough could just about believe the above but what I wasn’t (AYE) ready for was that they have been punished enough.

  9. philvisreturns on

    Green told Talk Sport, “The blog I’ve seen said that we’re going to enter into a sale and leaseback for £8.5m, you can shove the offer where the sun don’t shine. We’ve got a valuation in the share prospectus in excess of £80m.”

     

     

    I love this guy.

     

     

    Harry Enfield still has the comedy magic. (thumbsup)

  10. Read from bottom up

     

     

    3m Cara Sulieman ‏@carasulieman

     

    Corrected: The “estate” handed over would include £1.7m in cash plus “other assets”. #Rangers

     

    3m Cara Sulieman ‏@carasulieman

     

    To avoid confusion, have deleted incorrect tweet. Hands up, my bad. #Rangers

     

     

     

    4m Cara Sulieman ‏@carasulieman

     

    Eek, I messed up. Estate is £1.7m in cash.

     

     

     

    5m Cara Sulieman ‏@carasulieman

     

    D&P told Lord Hodge Collyer Bristow did not vote on latest round of resolutions, which included today’s action.

     

     

    6m Cara Sulieman ‏@carasulieman

     

    We haven’t heard from Collyer Bristow yet so not heard detail of their objection. #Rangers

     

     

     

    8m Cara Sulieman ‏@carasulieman

     

    But they maintain they achieved another “minor objective” of “getting a better return”. #Rangers

     

     

    8m Cara Sulieman ‏@carasulieman

     

    D&P say the main purpose of the administration – “to maintain the company as a going concern” – was not achieved. #Rangers

     

     

    10m Cara Sulieman ‏@carasulieman

     

    It’s technically two petitions – one to end administration and another to appoint liquidators. Lord Hodge being asked to consider both.

     

     

     

    11m Cara Sulieman ‏@carasulieman

     

    However, Collyer Bristow, one of the creditors, are opposing the petition.

     

     

    13m Cara Sulieman ‏@carasulieman

     

    Right. Duff & Phelps are applying to end administration and hand over to BDO for liquidation.

  11. @ OfficialNeil

     

    Big thanks to the Green Brigade whose support and singing was fantastic last night.

  12. The Doors of the Court of Session burst open, enter…

     

    The Daleks

     

     

    “EXTERMINATE!!! EXTERMINATE!!! EXTERMINATE!!!”

     

     

    Just a thought.

     

    Back to working (lurking)

     

    Keep the tweets/updates coming entire office is waiting,

     

    well thats not strictly true, I am waiting the rest are zombiefied,

     

    Just to add insult to injury Im not signing their flexi sheets off

  13. Something tells me CG’s use of Yorkshire vernacular in both the boardroom and in media circles will begin to grate on a lot of people. It winds the sh1t out of me already. ‘I’m just a plain speaking Yorkshireman…etc.’ No you’re not, you’re just a ****

     

     

    http://www.youtube.com/watch?v=jY4tD2Hbg_A

     

     

    p.s. I personally have no confidence in the legal profession to right these wrongs. MIM/Rangers have been allowed to carry inflated Fixed Asset valuations in their accounts for years. Lord Hodge fills me with as much confidence as the Murray Group auditors for the past few years. Not to mention the surveyors who valued the assets. White collar crime is rarely pursued in this country, save the odd high profile Asil Nadir job to get the Daily Mail aroused.

  14. Cara Sulieman @carasulieman 26s

     

    Lord Hodge also mentioned he is “very concerned” about recent allegations & has asked BBC for DVD and transcript. #Rangers

     

    View details ·

     

    Cara Sulieman @carasulieman 2m

     

    Other assets were referred to only as “other assets” – I have no more detail I’m afraid. #Rangers

  15. Craig Whyte Inho

     

     

    Thanks for posting that background for the legally benighted, amigo.

  16. Cara Sulieman @carasulieman 1m

     

    Lord Hodge went on to mention these allegations are not relevant to today’s proceedings.

  17. Cara Sulieman @carasulieman 1m

     

    Anyway, we’ve broken for lunch. Expect to hear more from Duff & Phelps and from Collyer Bristow once back in. Off to eat now.

     

    ————

     

    me too

  18. South Of Tunis on

    Collyer Bristow ?

     

     

    There is something really dissonant about Collyer Bristow opposing the petition . Have Duff and Phelps dropped their claim that Collyer Bristow participated in deliberate deception ?. Is Gary Withey still accused of forging Craig Whyte’s signature ?

  19. philvisreturns on

    Gincher67 – I’m loving it. Green is exactly the sort of man I want running Sevco.

     

     

    I especially liked the Record’s story the other day:

     

     

    “By the end of June we’ll have collected, so I’ll have another pile of cash before this (financial) year ends. […]

     

     

    Clarifying his use of “I”, Green added: “I am Rangers. I’m running that club, I’m making the decisions and I’m going to protect that club with my life. No one’s ever going to abuse it.

     

     

    Green then twirled an imaginary moustache and added: Muahahahahahahahahahahahahaha! You fools! Ha ha ha ha ha! (thumbsup)

  20. Steinreignedsupreme on

    Lubo’s Magic Boots 12:59 on 31 October, 2012

     

     

    “Wonder what the sevcovians learn about on their blogs?”

     

     

    The words to the Famine Song and the personal details of people who do not share their warped views.

  21. The Battered Bunnet on

    SoT

     

     

    The claim centres upon CB’s role in facilitating the Ticketus funding that supported the Whyte takeover. D&P claim that CB through partner Gary Withey were complicit in a deliberate deception regarding the source of funding for the takeover, the deception subsequently causing Paul Murray not to bother with his £25M share issue idea.

     

     

    Ergo Collyer Bristow caused Rangers to lose £25M

     

     

    The minutes of the key meeting at which the details of the Whyte deal were presented to the Rangers Independent Board confirm that David Grier of D&P was present in the capacity of Professional Advisor to Whyte, and therefore seemingly party to whatever deception CB are alleged to have committed.

     

     

    My guess is that CB will seek to have the damages claim thrown out on the basis that the Administrator seeking the damages is entirely conflicted given the scenario above.

     

     

    Clearly if BDO get the gig and continue to pursue the case, CB don’t have that card to play, hence their attempt today to stymie D&P’s release as Administrators.

  22. Just in case anyone is interested elbows has signed a new 2 year deal with sevco. Things are getting better by the minute IMO, 4th tier Scottish football is about that clowns level.

     

     

    HH

  23. D&P say the main purpose of the administration – “to maintain the company as a going concern” – was not achieved

  24. The Battered Bunnet on

    Should point ought that the above is entirely my unreliable understanding of the situation.

  25. Paul, how’s things. I posted this on PaulMcC piece, maybe you could help……

     

     

     

    Paul, you say legally Rangers are not a Phoenix club, but if you look at HMRC INS45005 – successor companies, they look like a Phoenix club to me.

     

     

    1) is successor company carrying on same trade as previous company? YES

     

     

    2) are the employees the same? A lot YES

     

     

    3) is the trading name similar? YES

     

     

    4) are they trading at same premises? YES

     

     

    5) did successor company acquire assets from previous company? YES

     

     

    Therefore IMO they are linked and deserve further consideration.

     

     

    What is the likelihood of BDO challenging sale of assets?

     

     

    Thanks.

     

     

     SffS

  26. I see SSN’s resident backroom hun is working today. Apparently the biggest sports news story at the moment is “elbows” new 2yr contract.

     

     

    So, by the time he’s about 40, he’ll still be a hun, and still be in a lower division!!

  27. Does anyone really expect a judge in Scotland to do the right thing? To actually administer justice? Not a chance in hell.

     

    Otherwise this would’ve been wrapped up long ago.

     

    Hodge and his court are a joke, a smokescreen to apply a veneer of legality to a fraudulent enterprise, but it’s all so nakedly transparent it’s downright embarassing.

     

    Chunkles picked his area of operations well….or should I say he was shoehorned in to complete the next phase of the establishment approved fraud.

     

    They are going to get away with this.

     

    We really need to just get away. Leave them to their criminal wff version of a football league to maintain their apparently addictive bigotry.

     

    It’s Halloween alright…a collection of horrors.

  28. I really liked this article on the BBC website today about the court hearing especially the last paragraph:

     

     

    Rejecting the CVA in June, HMRC said: “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.”

     

    Following this decision, Duff and Phelps oversaw a sale of assets for £5.5m to the Charles Green-led Sevco consortium. Shareholders in the old Rangers then gave their approval for Sevco to change its name to The Rangers Football Club Limited.

     

    The former club, which remained in administration, has since been known as RFC 2012.

     

    The Scottish Football Association later approved the transfer of the licence held by the old club to the new club started by Mr Green’s consortium. It has since started life in the Scottish Third Division.’

     

     

    No doubt the letters of complaint/intimidation will be pouring into the Beeb as I type.

  29. Dontbrattbakkinanger on

    On the worldwidehillbillynet they learn all kind of useful stuff, like how to boil a cat, which bits of Ayrshire are the best for roadkill, how to spot a taig at 100 yards, how to make letterbombs, how to clean your brogues, how to shout about the Pope, how many tattoed stars make five, how to pish on the TV set if it breaks down, how to pish on national monuments in foreign countries, how not to pay tax/NI, how to lift some serious weight in the gym and read porn at the same time, how to tell the difference between your sister and your mother, how the unseen Fenians are behind everything, and I mean everything, how great Walter is, how to march with Sandy Jardine, where the nearest Greggs is, how to pick out all the green smarties out of the bairn’s selection box,how to pick the scabs off your scrofula, how to sing the famine song and lots of other useful stuff.

  30. I dont think lord Hodge is just qoing to sign off the administration without

     

    further investagations into this whole sorry saga !

     

     

    Hail Hail

  31. The horribles also have a wee liking for deep fried lard sandwiches…..holds their frames together.

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