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.

The Loan Rangers

Well, well, well.

Anyone got a tin opener for this 'can of worms'!


Now I have been all over the Rangers story since the start, taking pictures of everything and anything surrounding the Ibrox scandal, then I starting doing this blog and I told you all how Ticketus own Rangers. I also told you about Ex Rangers player tax avoidance secrets.

Anyway.

So I was doing a study on the EBT'ers or the Tax dodging bastards as I like to call them when I happened to stumble across some information that took me by surprise.

First of all we must understand the difference between being Employed by (a football club) and being Loaned to (a football club) are two totally different things.



Employment is a contract between two parties, one being the Employer and the other being the Employee.

In football the Employer is the Parent club which means the club who holds the players full contract registration.

A loaned player is one who is Employed by a football club and his services are Loaned to another club. This club becomes the Loaning club not the Employer.

For more information please use the link below;

 http://www.football-league.co.uk/regulations/20110629/section-6-players_2293633_2125731



Now lets look at Employee Benefit Trusts.

The Employer establishes the trust, making contributions of an equivalent value to the deferred remuneration and the trustees will at a later date distribute the trust funds to employees or ex-employees. 

The basic idea is that the trustees can distribute the trust fund when it is tax advantageous to do so perhaps when the employee is retired or non-UK resident.

The ideal is that there is no employee tax charge until the trustees distribute benefits which may be many years after those benefits have been earned. 

The tax charge may be theoretical rather than real the employee or ex-employee may have moved to a ‘low tax jurisdiction’ or ‘tax haven.’

Further information can be found on the link below;

http://www.contractoruk.com/ebt/



Now it is going to get really tricky for David Murray to explain this one.

Gregory Vignal receive £173,000 via an EBT when he wasn't an Employee of Rangers.

He was loaned from Liverpool to Rangers 2004-2005. His Employee Benefit Trust is subject to Tax and National Insurance as he wasn't an Employee of Rangers Football Club, he was an Employee of Liverpool.


Federico Nieto receive £24,500 via an EBT when he wasn't an Employee of Rangers

He was loaned from Almagro to Rangers 2005. His Employee Benefit Trust is subject to Tax and National Insurance as he wasn't an Employee of Rangers Football Club, he was an Employee of Almagro.


Both players were not contractually Employed by Rangers but received the benefits of being Employed by Rangers.



Now surely the very fact that they are called Employee Benefit Trusts should have told the powers that be at Ibrox that these players were not entitled to and could not receive payments through them as they were not Employees.

Or did they know and done it anyway.

I'm sure we will find out in time but this is a 'clear a sign' yet that Rangers knew exactly what they were doing.

They never thought they would get caught, but they did.

Big Eck

So that's it Big Eck's going to give someone a right hander.

"As for stripping titles, it would be very disappointing if that was to happen to Rangers and I don’t believe it should – and if a guy turns up at my door looking for the medals back, they’ll be getting a right-hander!

Light bulb moment !

Why would he comment when he has largely been forgotten about and why make a statement on the same day as David Murray. 

Everyone will admit that when 53 of the EBT beneficiaries were made public Alex McLeish was kind of overlooked. Everyone pointed at Graeme Souness, Walter Smith, Dick Avocaat. 

So lets take a closer look at the transactions between Graeme Souness and Alex McLeish.


Souness. EBT £30,000
Blackburn Rovers 2000-2004 
Newcastle United 2004-2006

McLeish. EBT £1.7M
Rangers 2001-2006



Barry Ferguson from Rangers to Blackburn Rovers 2003 EBT £2.5M

Lorenzo Amoruso from Rangers to Blackburn Rovers 2003 EBT £639,000

Egil Ostenstad from Blackburn Rovers to Rangers 2003 EBT £370,000

Henning Berg from Blackburn Rovers to Rangers 2003 EBT£0?

Jean Alain Boumsong from Rangers to Newcastle United 2005 EBT £630,000

Olivier Bernard from Newcastle United to Rangers 2006 EBT £224,000

Dr Ian McGuinness from Rangers to Newcastle United 2006 EBT £25,400

Total EBT £6,118,000


Now Graeme Souness might only have received £30,000 but he is implemented in a tax avoidance scheme to the tune of just over £6M, which could soon be tax evasion! 

If it is proved to be tax evasion, maybe Souness silence speaks a thousand words.  


Now did Alex know about the EBT scam?

Did use the EBT's as in incentive for players to earn more money?


We will never know the answers but it does look like Alex McLeish had a good friend in Graeme Souness, thanks pal.



Now lets look at the Dundee connection. 

Some of you who will read this will remember Dundee's Financier who would later become a Director who has been making headline of late. 

Alex Rae from Rangers to Dundee 2006 EBT £596,000

Gavin Rae from Dundee to Rangers 2004 EBT £376,000

Nacho Novo from Dundee to Rangers 2004 EBT £1.3M

Zurab Khizanishvili from Dundee to Rangers 2003 EBT £405,000

Total EBT £2,677,000


Big Eck with just 2 teams is into it for £8,795,000.

Of the EBT beneficiaries list on the BBC's website Alex McLeish is responsible for signing 26 of the players on the list. 

The total amount paid to these 26 players was £16,684,328

Including Big Ecks £1.7M the total paid via EBT's during his tenure is a staggering £18,384,328 


So he is going to start giving right handers out! I'm afraid that would be classed as police assault.