Craig Whyte moves "upstairs" at Ibrox.

So is Craig Whyte back on the scene or had he never left?

Craig came onto the scene when he purchased David Murrays 85% shareholding in Rangers.

When he gained control of David Murrays shares his company summery looked like this.

TEAM DISCOUNTS PLC
THE RANGERS FC GROUP LIMITED
CAIRNWELL INVESTMENTS LIMITED
MERCHANT STRATEGIC RENEWAL PLC
MERCHANT TURNAROUND PLC
RFC 2012 P.L.C.
ZEMFILL PLC
LM LOGISTICS GROUP LTD
COUNTRYLINER GROUP LTD
MERCHANT HOUSE FINANCIAL SERVICES LIMITED
MERCHANT CORPORATE RECOVERY PLC
MERCHANT INTERACTIVE LTD If we look at all the companies with word "Merchant" in them it would be safe to assume they are all connected. This can be seen in the company accounts for 2010. Accounts for 2010 Here is a screen shot. This screen shot of the accounts to 2010 shows that "Merchant House Group Plc" is connected to ""Merchant House Finance Limited" and connected to "Merchant Corporate Recovery PLC" "(MCR)", both owned by Craig Whyte and business partners, Mr James Dominic Rupert Holmes and Mr Martin Eberhardt. In the accounts to 2010 it states that since 2006, "Merchant House Group Plc" have had a 49% shareholding in "Merchant House Finance Limited". A company that Craig Whyte was a director of. In the accounts to 2010 it states that since January 5th 2010, "Merchant House Group Plc" have had a 29.9% shareholding in "Merchant Turnaround Plc". A company that Craig Whyte was a director of. In the accounts to 2010 it states that since January 30th 2009, "Merchant House Group Plc" have had a 29% shareholding in "Merchant Corporate Recovery Plc". A company that Craig Whyte is still a director of. The accounts also mention that "Merchant Turnaround Plc" and "Merchant Corporate Recovery Plc" are associated companies of "Merchant House Group Plc". When Craig Whyte bought out David Murray in May 2011. The shares were owned by "Wavetower Limited" which was subsequently renamed "The Rangers FC Group Limited" which was wholly owned by "Liberty Capital". Liberty Capital are mentioned in Merchant House Groups accounts to end 2011 as being significant shareholders in "Merchant House Group Plc" with a holding of 10.6% and no less than 499,255,464 shares. Here is a screen shot. The shareholding breakdown can be seen on their website in the link below. www.merchanthousegroup.com Now lets turn our attention to Mr Imran Ahmed. Imran founded and was Chief Executive of "Allenby Capital Limited".  On the company records it states that Imran actually retired from Allenby. It also shows that Imran is still has the largest shareholding in Allenby with 36.89% of the shares.  Share dividend of Allenby at bottom of page. On Allenbys accounts to April 2010 Imran Ahmed and a Mr NJ Naylor signed the accounts as directors. Mr N J Naylor is still a now the Chief Executive of "Allenby Capital Limited". Now we must look at a chain of events. Sept 2011. Imran Ahmed leaves/retires from Allenby the company he founded. Feb 2012. Imran contacts Charles about the possibility of buying Rangers Feb 14th 2012 Craig Whyte puts Rangers into Administration. May 13th 2012 From nowhere Charles Green has signed a deal and became preferred bidder. June 6 2012. Charles Green appointed to assist day-to-day management. July 31st 2012. Allenby Capital Limited plc appointed Nominated Advisors and Brokers for Merchant House Group. The company Allenby Capital Limited that Imran Ahmed founded and is a major shareholder in are now Nominated Advisors and Brokers for Merchant House Group Plc. A company that owns 49% of "Merchant House Finance Limited" which Craig Whyte was a director of, 29.9% of "Merchant Turnaround Plc" which Craig Whyte was a director of and 29% of "Merchant Corporate Recovery Plc" which Craig Whyte is still a director of. Below is the link to the announcement and a link to the Merchant house Group to clarify that Allenby are now working for MHG. Merchant House Group Plc announce Allenby as NomAds and Brokers. Allenby Capital on Merchant House Group website The plot thickens. New Co Rangers fans have not asked the right questions and neither have they questioned the answers they have been given. They have took all the propaganda rubbish and tried to used it as 'oneupmanship' against the green half on the other side of the city. David Murray said "for every fiver Celtic spend, we'll spent a tenner". He never spent a tenner! He spent the taxmans tenner. He was lying, the Rangers fans believed him. David Murray told the Rangers fans he was going to build a super Casino. He was lying. The Rangers fans believed him. The Rangers fans believed Craig Whyte was a Billionaire with wealth of the radar. He wasn't. Craig Whyte to give Ally £5m a year for players. The Rangers fans believed him. He was lying. Charles Green has 20 investors who have invested millions in Rangers. The Rangers fans are believing! Charles Green has bought the Edminston House from David Murray, I'm told David Murray doesn't own the Edminston House to sell it. The Rangers fans are believing. Charles Green "Ticketus and Craig Whyte are not involved". The Rangers fans believe him. Can anyone see a pattern emerging? Remember what Charles Green said when he first came in? "Cheques, Cash! I'll take anything. Then I'll give the money to Imran who'll put it in a bank account". Who's account? Charles Green said "God gave me big hands so I can hold more money". And cover the eyes of the gullible. And whilst Charles 'jack in the box' Green has been spouting ludicrous statements about £1.2 billion of TV revenue, 500 million fans and winning the Champions League, Whyte, Ahmed Stockbridge and Ticketus have been the puppet masters behind Mr Green.

Octopus on Zeus accounts

So a major share holder in Now Co Rangers has been using Tax Avoidance schemes! Nothing new there.

The man in question is Richard Hughes of Zeus Capital. He has been a director or Secretary of 97 companies.

So is Richard Hughes another cover for Octopus Investments who own Ticketus?



Zeus Capital Report and Accounts


Part 16. Related Party Transactions.

It states Zeus are related to;

• Medusa Partners LLP ("Medusa")
• Vindon Healthcare PLC ("Vindon")

First we will look at Medusa.

Medusa is a partnership controlled by Richard Hughes.

Here is evidence that show Octopus are related to Medusa. 

http://markets.ft.com/Research//Markets/Tearsheets/Business-profile?s=DTE:LSE

This evidence clearly shows that Octopus have a shareholding in Medusa though a company called Datong PLC.

Now lets look at Vindon.

Richard Hughes is a Director of Vindon

Here is evidence that show Octopus are related to Vindon.

http://newpf.iii.co.uk/articles/articledisplay.jsp?article_id=7338199&section=Planning

This evidence clearly shows that Octopus took the hit for Vindon falling back. (in finances)

Vindon also uses an EBT scheme.

Both of these companies are named in Zeus Capitals Report and Accounts for 2011! 

Now we know Charles Green resigned from Nova Resources before he took control at Ibrox. Nova were a mining company and so are Medusa, Medusa Mining. Would Charles have met Richard through that? Yes. 

Charles Green and Richard Hughes has been sitting in meeting with each other since 1999.

http://www.miningorganizations.org/index.php/msia-minutes

What does this tell us.

Firstly it confirms and strengthens the connection between Zeus and Octopus.

Secondly, why would only these companies be on Zeus accounts when Hughes has been director or secretary of 95 other. Is it because Zeus are Nominated Advisors and Brokers for Octopus or is it because Octopus actually own Zeus.

I await my IPO prospectus with baited breath.

Ticketus must own New Co Rangers

I would like to explain why Ticketus own everything Rangers. I know it's Sevco or whatever but for the benefit the blog just stick with me. 

To help explain this here is a copy of the CVA proposal.
https://mail-attachment.googleusercontent.com/attachment/u/0/?ui=2&ik=92e6d5bcda&view=att&th=13a5fbab3bd34fe2&attid=0.1.1&disp=inline&safe=1&zw&saduie=AG9B_P_DCm0FodCM68kMjydBS4_0&sadet=1350561326923&sads=pEKLIyEYU7iPihk8RkBz5_6jRvA&sadssc=1

We must look at the conditions that relate to the execution of an agreement Section 4, it relates to the "agreement" for a "LOAN" (not investment) of £ 8.5 million to the Rangers Football Club plc (oldco) to be repaid by 31st December 2020.

1. Clause 4.21 From 6 June 2012, Charles Green will be appointed to assist in the day-to-day management of the business of the Company (at no cost to the Company or the Joint Administrators), in order to manage the ongoing trading costs of the Company and allow for a smooth transition in ownership.

The CVA was for £ 8.5 million, the acquisition cost of the "assets" (item 4.11) was £ 5.5 million. Charles Green and Imran Ahmed borrowed £ 8.5 million from Zeus Capital. The "confidential agreement" outlined in item 4.20 states that £ 8.3 million (less D&P exclusivity fee of £200,000) is a loan and will be available once certain conditions are satisfied. These funds would be distributed to the creditors, less the joint administrators fees outlined in item 11. In effect the CVA was for £8.5 million, minus D&P £3m, in compliance with item 11. The rejection of the CVA was still the same amount involved, although it was a sale of the assets (£5.5 million) with Charles Green and Imran Ahmed paying the fees of £3million, equating to £ 8.5 million. Basically Sevco 5088 Ltd paid for the liquidation of Rangers, which is what they required to get the assets out to an English Company. Remember ENGLISH COMPANY! 

Should the CVA be rejected, an "acquisition of the assets" agreement would be executed on 12th May 2012, with Sevco 5088 Ltd. 

If the CVA was accepted D&P would have became creditors and wouldn't have been paid so it was in everyone's interest to Liquidate Rangers.


Now we'll take a look at the New Co.

Sevco 5088 Ltd is an English Company, formed by Field Fisher Waterhouse.
35 Vine Street, London, EC3N 2AA, incorporated on 29.03.2012. 

Field Fisher Waterhouse are the Solicitors of Octopus, owners of Ticketus. Coincident?

Now all the assets outlined in the CVA were acquired on the 12th May 2012 by Sevco 5088 Ltd based in England. The reason for the acquisition of the contract being by an English Company was to transfer the legal jurisdiction out of Scotland. Lord Hodge ruled the Ticketus contract could be dissolved under Scots Law, but not under English Law. 

By acquiring the contract by an English company, under English Law this allows Ticketus to pursue Craig Whyte.

SFA rules state that the "company" must be registered in Scotland to play in the Scottish League so they formed Sevco Scotland Ltd registered in Scotland which allowed them to play football in Scotland.

Charles Green and Imran Ahmed could have transferred the assets from Sevco 5088 Ltd to Sevco Scotland Ltd, but the lender wanted jurisdiction to stay in England. 

 Sevco 5088 Ltd borrowed the £8.5 million to complete the acquisition. This loan was a 12 month interest only loan. However they could not afford the interest payments so equity was transferred over to Zeus. They knew this was in breach FSA rules and put pressure on Green and Ahmed to find an alternative arrangement. As of the mid September the loan had not been repaid. On a trip to America and Canada by Charles Green and Imran Ahmed found some funding by selling a further 20% of equity for £8.5 million.


Now if we take a look at Financial Director Brian Stickbridge.

He worked for Allenby Capital (founded by Imran Ahmed) until January 2012 when he joined Zeus Capital with Imran Ahmed following in April 2012. He then re located to Glasgow in Febuary 2012. This is 100% a strategic move on behalf of Ticketus. People are looking at what Charles Green is up to but Brian Stockbridge is the man we should be looking at. Charles is merely a distraction.


The Share Issue

Charles Green was reported to the FTSE rules in 1998. Sheffield United's Board of Directors reported him for similar misselling of their floatation. Charles Green alone has set back Sheffield United 12 years and almost bankrupted them at the time. 

Would you buy shares with this guy?

The life of Brian

I thought I'd do a quick blog to support this brilliant piece I read on this http://boards.footymad.net/forum.php?tno=4&fid=27&sty=2&act=17&mid=2114206616

So lets look at this guy Brian Stockbridge.

Just remember Octopus own Ticketus and Allenby and Zeus work for Octopus.


15 June 2011

His company Allenby Capital were Brokers and Financial advisors for this deal in which Octopus Investments who own Ticketus were shareholder in. http://tools.morningstar.co.uk/uk/stockprofile/default.aspx?LanguageId=en-GB&SecurityToken=0P00007YZ9%5D3%5D0%5DE0WWE$$ALL&Id=0P00007YZ9&ClientFund=0&BaseCurrencyId=GBP&InvestmentType=E0

It's on Allenby Capitals website. http://www.allenbycapital.com/recent.html


January 2012

Brian Stockbridge Joins Zeus Capital. http://www.zeuscapital.co.uk/team/team_bs.php


14th Febuary 2012

Rangers go into Administration.


20th Febuary 2012

Brian Stockbridge moves to Glasgow. https://www.duedil.com/company/SC417413/stockbridge-capital-investment-limited

15 June 2012

Brian Stockbridge is appointed Financial Director of new company Sevco 5088.


I think we all know what direction the finances are going, Ticketus.

Rangers paying Bribes!

Why would Rangers pay players of other clubs?

Following last weeks blog about Rangers paying Loan players Gregory Vignal and Federico Nieto I thought it only right to do a follow up this week.

The reason for this is I was contacted by someone who has vast experience and knowledge in the field of employing 3rd party staff which in effect Loan players are and he explained that Rangers paying Loan players they could be seen as Bribery.




We will use Gregory Vignal as an example as he was employed in the UK at the time.


Now lets look at why he would have received a payment from Rangers.

Potential Scenarios for the Payment

1. Signing-on Fee
2. Performance Bonuses
3. Bribery to agree to move
4. AWR style Employee Benefit (Benefit Being the EBT Loan)

1. Signing-on Fee: Such signing on fee's are often used in business transactions however, they should be declared as a term of the agreement and referenced in the contract between LFC and RFC. This would normally be a one-off payment to LFC who would invoice RFC for such a payment then pass this onto their employee. If this was to be paid from RFC directly to the employee, this would be a side contract with Vignal. Rangers have paid the employee directly but, have denied any EBT as contractual payments to staff so this is unlikely to be the reason.                   

                  
2. Performance Bonus: Identical to the above. Performance bonus can take place in very rare occasion's, I have seen them for before added for expedition of work against severe deadlines though detailed as contractual terms with the company offering the service. In this case Liverpool may have decided that the match participation bonus (goal bonus, etc..) was not going to be paid by them but by Rangers instead under the terms of the contract this may well have been correct. As the contract is held by Liverpool they should have invoiced Rangers for such a payment. If this was to be paid from RFC directly to the employee, this would be a side contract with Vignal. Rangers have paid the employee directly but, have denied any EBT as contractual payments to staff so this is unlikely to be the reason

3. Bribery to Agree to Move Rangers make a loan offer to Liverpool and Liverpool have said ok but, "let's see if Vignal agrees to the move". Vignal tells Rangers that he is opposed to the move and either Vignal or Rangers make the £173K offer to agree the deal without, Liverpool involved in this transaction (therefore not a signing bonus). As Vignal is the KEY decision maker of the award in this scenario, this would be seen as case worthy of merit for the improper transaction review, if true.

Reviewing the Bribery Scenario against the UK law.
http://www.justice.gov.uk/downloads/legislation/bribery-act-2010-guidance.pdf

General bribery offences.

1 Offences of bribing another person
(1) A person (“P”) is guilty of an offence if either of the following cases applies.
(2) Case 1 is where—

• (a) P offers, promises or gives a financial or other advantage to another

person, and

• (b) P intends the advantage—
• (i) to induce a person to perform improperly a relevant function or

activity, or

• (ii) to reward a person for the improper performance of such a

function or activity.

(3) Case 2 is where—
(a) P offers, promises or gives a financial or other advantage to another
person, and
(b) P knows or believes that the acceptance of the advantage would itself
constitute the improper performance of a relevant function or activity.

• (4) In case 1 it does not matter whether the person to whom the advantage is

offered, promised or given is the same person as the person who is to perform,
or has performed, the function or activity concerned.

• 2 (a): Promise of Financial advantage - See payment of £173K to Vignal directly and non-contractually
• 2 (b): Advantage in (a) to induce improper performance - Agreement to loan move as a result of 2 (a)
• 4: Bribery case even if the it is the person who will perform the service. - Gregory Vignal as Key decision maker and person carrying out the service.
• 
  

4. AWR (Agency Workers Regulations) style Employee Benefit (Benefit Being the EBT Loan): AWR is a government legislation which was put into effect in January 2012 to safeguard a sub-contracted / temp employee's rights. One of those rights includes the right to the same conditions as any direct employee of the company after completing 12 weeks of work on site. This rule was not in place in 2004 and 2005 when Vignal was at Rangers. If it was, Vignal could have been eligible for all benefits available to Rangers employee's and I believe this would include EBTs (only after the completion of 12 weeks of service) even though he was a Liverpool employee. I have also seen companies pass over their benefits to sub-contracted employee's as a term of the contract between two companies. EBT laws may supersede this style of agreement but I am unsure.  Rangers have offered an EBT, as Vignal was eligible to receive employee benefits from Rangers.

Below explains why it is highly unlikely that Liverpool would have allowed Gregory Vignal to accept payment from any other club, ruling out the ability of Rangers giving the same benefits that RFC employees had to any Loan player.

http://www.hmrc.gov.uk/manuals/nimmanual/NIM16353.htm 

http://www.hmrc.gov.uk/manuals/nimmanual/NIM16357.htm 

NIM16356 - Class 1A National Insurance contributions: Special Class 1A NICs cases: Third party benefits: Provision of benefits not arranged or facilitated by the employer: Payments or benefits provided except non- cash vouchers

Section 10ZA SSCBA 1992

Where the employer has neither arranged nor facilitated an award made by a third party, the class of NICs due depends on the type of award made. See NIM16353 for guidance about the meaning of “arranged” or “facilitated”. 

Where the award involves the provision of an item on which Class 1A NICs are due, section 10ZA SSCBA 92 transfers liability for Class 1A NICs to the third party. 

Where the award involves the provision of an item on which Class 1 NICs are due, the liability to pay those Class 1 NICs remains with the employer, even though the employer may not have been involved. The one exception to this rule is non-cash vouchers, see NIM16357. 

If an award by a third party, the provision of which, has not been arranged or facilitated by the employer, is made up of cash or cash vouchers, Class 1 NICs are due. Class 1 NICs remains the liability of the recipient’s employer. The third party should advise the employer of the award and its value should be added to any other earnings received by the earner in the relevant earnings period.

The above statement means that (in the case of Vignal) the payment of any cash direct to him from Rangers has to be disclosed by Rangers to Liverpool and Liverpool ARE RESPONSIBLE for paying tax. 

I wonder if this was disclosed to LFC? If not, this would mean that Rangers are at least guilty of new twist on the HMRC EBT case (assuming this wasn't a bribery pre-contract agreement). 

I doubt it was disclosed to Liverpool as they don't want to be on the hook for additional taxation. 

So what is our conclusion?

1. Signing on fee? Gregory Vignal wouldn't have received a signing on fee as he didn't sign for Rangers. If he did receive a payment for playing for Rangers, it should have came from Liverpool who would have invoiced Rangers for his services then forwarded the payment to Vignal.

2. Performance Bonus? Similar to above. The payment would have been made by Liverpool upon receipt of payment from Rangers.

3. Bribery? Which is explained above and is highly possible that this is the case. 

4. AWR? Liverpool would have to pay Class 1 NIC on Rangers payment, which is highly unlikely. Also in 2004/5 Agency Workers Regulations weren't in place, it was IR35 regulation which only covers self-employment. Knowing that Vignal wasn't self-employed IR35 doesn't effect him.



Having look at all the possibilities of why Gregory Vignal received payment via a Employee Benefit Trust I can only draw to one conclusion, Bribery.

And the last word will go to the Gentleman who helped with this piece.

I believe the Vignal and Nieto cases can be drawn on two scenario's.

Bribery to sign for Rangers and / or they were both eligible for the same benefits as RFC employee's including EBTs

The latter case in real world terms normally allows things like stock purchases at employee rates, holiday entitlements etc...

Even if there are no other scenarios bar bribery, it can be real tricky to prove it has even taken place in my experience even when there is large amounts of evidence. I work as a project manager so I don't have the legal experience to make definitive statements on this but, I would have flagged a scenario like this immediately to my company's compliance team to give guidance on how to proceed. I worked on a project abroad last year where bribery is rife and the UK law even covers foreign transactions so I have flagged many cases to our compliance team (perhaps more blatant) in the past year and had to drop out of certain contract due to potential bribery situations.