Rangers’ Circular Released

Craig Whyte has released the long awaited shareholder circular providing an explanation of his company’s takeover of the club.  The original document can be found here:


Some initial points:

The club’s debt has NOT been cleared:
As was reported on this blog, the statements made previously about clearing the club’s debt were misleading. What has transpired is that The Rangers FC Group Ltd (TRFCG Ltd), Rangers’ owners, have promised to waive the debt purchased from Lloyds if Rangers have managed to avoid insolvency in a period of 90 days after the tax case has concluded. In plain English, if Rangers win the tax case, Whyte will write off the debt (converting it to shares). If Rangers lose their ‘appeal’, then TRFCG Ltd will be protected by its guarantees over Rangers’ fixed assets. Note Whyte’s word ‘appeal’so much for the claims that it is just an investigation and that there are no tax bills!

Fixed assets not intended to be sold:
“nor is it the intention of The Rangers FC Group to redeploy any of the fixed assets of the Club;”  However, as we have been discussing, this does not include season ticket sales.  This seems to be a confirmation of our interpretation of the MG05s filing last week.  Rangers’ future  season tickets revenues can be sold for cash now.

No schedule for promises of investment:
While the document is very specific about the timeline for when the debt would have to be written off, it is conspicuously vague about the timeline for any investment in the team & in repairs to Ibrox. Such additional investments, should they be made prior to the conditions for writing off the debt (i.e. before the tax case is resolved), will be added to Rangers’ debt and would be protected by the floating charge on Rangers’ remaining assets. (i.e. everything except a large chunk of season ticket revenues over the next four years).

Unequivocal declaration of ownership and 3rd party interests:
The document says that TRFCG Ltd is wholly owned by Liberty Capital, which is in turn wholly owned by Craig Whyte. It amounts to a denial that there are any mysterious backers – either as shareholders or as holders of formal loan notes or guarantees. (However, speculation can be expected over whether any 3rd parties need such formalities to make an agreement).

This is a quick summary of what struck me immediately. Without doubt, we will parse this document and find more to discuss and debate.

About rangerstaxcase
I have information on Rangers' tax case, and I will use this blog to provide the details of what Rangers FC have done, why it was illegal, and what the implications are for one of the largest football clubs in Britain.

1,222 Responses to Rangers’ Circular Released

  1. Adam says:

    Please done mistake my interpretations as enthusiasm Gaz. I call it as i see it.

    If there is an insolvency event, then for the reasons i outlined, I see him breaking even at best, but certainly not pocketting loads.

    If we win the case, then he will become like all other owners of Football Clubs. Losing money hand over fist at the expense of the Club.

    Football owners dont make money. Well 99% of them dont, to use a stat from the day. :-)

  2. Gaz says:

    I see him breaking even as well, no more than that. That’s why it’s a no loss gamble for him.

    Heads I win, tails Rangers cease to exist and a century of history is lost. Yes he can then create a “new Rangers” but he really wouldn’t be the same. Either legally or in the hearts of the bears.

    Oh and whatever anyone tells you, whatever anyone wants to believe. If a new Rangers is created, playing football in the SPL and basing themselves at Ibrox Stadium, HMRC will demand a security payment.

  3. Adam says:

    I think you underestimate the “hearts of the bears” I dont think too many will bother their backside to be honest.

    As for the last paragraph, well I disagree, but thats what a forum/blog is all about.

  4. Gaz says:

    Adam says:
    19/06/2011 at 12:54 pm

    I think you underestimate the “hearts of the bears” I dont think too many will bother their backside to be honest.

    As for the last paragraph, well I disagree, but thats what a forum/blog is all about.

    Disagree if you want bud. HMRC policy is to demand security in phoenix syndrome cases. Doubly so if the company folded as a result of debts due to tax avoidance.

    That’s just true, whether you disagree or not. I’m not debating this one with you, it’s not a matter of opinion, it’s a fact. Now they may obviously decide not to use the power, however that would be contrary to current policy.

  5. Adam says:

    Your facts may be true Gaz, but the unknown in all of this is how it will play out and end.

    And to be fair, for the past fortnight, we have had a few people(well one in particular) on here talking facts and stating they couldnt be wrong, but yet it turned out………………they were indeed wrong.

  6. TheBlackKnight says:

    It has not been denied that Rangers are not in or preparing for  administrative receivership.

    The debt has been ‘assigned’ to The Rangers Football Club Group Ltd (Wavetower)

    Despite claims the debt had been paid outright to Lloyds, clearing a reported £18m-£23m debt. There is no evidence to suggest this is the case.

    The floating charge over all of the assets has been released. A number of assets (being specific future ticket sales) have been retained as security.
    This was signed by PBetts relating to a historical (prior to 2003) floating charge held over all of the assets.

    The club has been for sale since an announcement to the Stock Market in 2006. 

    According to CW, The tax ‘investigation’ is ongoing and could take a number of years to resolve, despite this there are still assurances Rangers will win and yet a contingency, should they lose.

    Rangers directors Johnson and Bain and the manager at the time, Smith, all categorically stated Lloyds Bank was running the club, controlling it’s spending and revenue. Despite this, Rangers were not in administration.
    That would have been against the rules as set out by UEFA and the SPL. The bank even placed a financial controller on the board. The bank were running the club, but officially could not be seen to be running the club despite the club and the manager saying the bank was running the club.

    Perhaps some should ask if Lloyds still have the debt, perhaps held by another? Perhaps an AR? Perhaps CW?

    CW states that he reads this forum.

    His assertion is that the comments are posted by idiots and are 99% wrong. They are way off the mark!

    So ask yourself this CW, is the 1% A.R? No denial!

  7. Lennon says:

    @ Manila

    The circular is IMO worthless as CW is the shareholders, he owns 85% of the club.

    The circular is himself telling himself his intentions in regards to the companies he owns.

    If he doesn’t do what he says he will do then his biggest obstacle is himself – the other 15% are irrelevant.

    I initially thought that he was in it to liquidate and make a fast buck. Now I’m not so sure. I think he wants to control RFC but, and this is the key point, I cannot see why he would pay £18M for the privilege. RFC are clearly not worth that much ( as a going concern, not as a fire sale)

    His end game surely has to revolve around getting his money back AND retaining full control. How he does is not yet clear but with each passing day I am sure he will.

    And I look forward to seeing how he does it.

  8. TheBlackKnight says:

    I’m sure gordon smith could afford to give his £1 back :)


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