Ownership of Rangers F.C.

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This article details the ownership of the Scottish football club Rangers. Rangers were founded in 1872 and were incorporated into a limited company in 1899 as The Rangers Football Club Ltd. In the year 2000, Sir David Murray decided to float the club on the stock market, subsequently changing the company into a PLC. In 2012, The Rangers Football Club Plc entered administration and the company´s business, history and assets, including Rangers FC, Ibrox Stadium and Murray Park were bought by Sevco Scotland Ltd. Sevco Scotland Ltd later changed its name to The Rangers Football Club Ltd.

Current company overview[edit]

The Rangers Football Club Ltd,[1] previously called Sevco Scotland Ltd, is a limited company[2] based in Glasgow, formed to replace[3] The Rangers Football Club Plc (which was subsequently renamed RFC 2012 plc), incorporated in 1899,[4] which entered liquidation procedures on 14 June 2012.[5] Having purchased the business, history[6][7] and assets of The Rangers Football Club Plc,[8] including Rangers FC and the all-seated 50,987-capacity Ibrox Stadium in south-west Glasgow, several players agreed to have their contracts transferred to the company.[9] After an application to transfer the old company's Scottish Premier League membership was rejected, an application to join the Scottish Football League was accepted with the club being placed in the third division. The Rangers Football Club Plc's SFA membership share was transferred to the new company on 27 July 2012.[10]

Company history[edit]

Prior to incorporation[edit]

The football club was formed in 1872 and was operated by the four founders until its incorporation on 27 May 1899. At the point the Club was Incorporated, a limited company (The Rangers Football Club ltd) was formed and the Club now had legal personality, with directors and liabilities in accordance with The Companies Act.

Minority shareholdings[edit]

From the company's formation in 1899, no single shareholder obtained a large enough shareholding to have a majority (and thereby be deemed the owner). From 1963, John Lawrence (Glasgow) Ltd began increasing its shareholding in the company, eventually becoming the largest shareholder with 15%. John Lawrence of John Lawrence (Glasgow) Ltd, became the club's Chairman and served for nearly ten years, retiring in 1973 due to ill health.[11] On Lawrence's death in 1977, his shareholding in the Lawerence Group, and in its business, was transferred to his grandson, Lawrence Marlborough. The following years saw a steady increase in the Lawrence Group's shareholding in the club.[11]

Lawrence Group[edit]

In 1985, the Lawrence Group increased its shareholding in Rangers to a 52% majority, following a deal with then club vice-chairman Jack Gillespie.[11] In November 1988, head of the Lawerence Group, Lawrence Marlbrough sold the company for £6 million.[11]

Murray International Holdings[edit]

Between 1988 and 2011 Scottish steel magnate David Murray was the owner of Rangers, after he had purchased the company for £6 million, via his own company Murray International Holdings.[12][13][14][15]

During the late 1990s Murray increased the clubs player transfer budget in an attempt to succeed in both domestic and European football. High-profile players such as Paul Gascoigne and Brian Laudrup joined the club during this time.[16][17] After Dick Advocaat became manager, Murray again sanctioned some large transfer spending on players such as Tore Andre Flo and Ronald de Boer.[18][19] During this time, Murray employed an Employee Benefit Trust scheme to pay players, and other staff at board room level, including himself. EBT's have been described as tax avoidance schemes, and allowed Rangers players and employees to pay less tax on what they were paid. Former Rangers owner David Murray denied any cheating took place with regards to this EBT scheme during his stewardship.[20] HMRC took issue with the scheme and provided Rangers with a bill of £49million, inclusive of interest and penalties. This was disputed and was ruled upon by 3 judges at a First Tier Tax Tribunal. The tax tribual verdict was announced on 20 November 2012, with Rangers winning the appeal.[21][22]

Rangers Football Club became a limited company on 27 May 1899[23] when it was incorporated as The Rangers Football Club Ltd. It continued in this form until the year 2000 when Sir David Murray decided to list the company on the stock exchange, making it a public limited company. The name of the company was therefore changed to The Rangers Football Club Plc.[24]

Whyte and The Rangers FC Group[edit]

After protracted takeover negotiations with David Murray, the club was bought by Scottish businessman Craig Whyte on 6 May 2011 for £1, through his company Wavetower Limited (subsequently renamed The Rangers FC Group Limited).[25] Although the deal came with stipulations, such as paying off the clubs £18m debt to Lloyds Banking Group, and making further investment in the team. Early into Whyte's reign at the club, doubts and allegations began to surface relating to his business past, most notably a documentary by BBC Scotland that reported Whyte had previously been banned from being a Director of any UK companies. It was also disclosed that Whyte did not pay the £18m Lloyds debt as stipulated in the takeover deal, but instead secured a £27m deal with ticketing company Ticketus against future season ticket sales, to pay the debt. Whyte came under intense media pressure, with many journalists claiming he 'purchased the club with fans' money'. On 13 February 2012 Whyte filed legal papers at the Court of Session giving notice of an intention to appoint Administrators.[26]

On 14 February 2012, The Rangers Football Club Plc, which was subsequently renamed RFC 2012 plc, entered administration over non-payment of £9 million in PAYE and VAT taxes to HM Revenue and Customs.[27][28] Entering administration meant the team was deducted 10 points by the SPL, effectively ending its 2012 Championship challenge. In April 2012, the administrators estimated that the club's total debts could top £134m.

On 25 June 2012, the Crown Office asked Strathclyde Police to investigate the purchase of Rangers and the Club's subsequent financial management during Whyte's tenure.[29]

Liquidation and current ownership[edit]

Sevco 5088 Ltd was formed on 29 March 2012 [30] as a means for Charles Green to acquire Rangers FC. Sevco Scotland Ltd (subsequently renamed The Rangers Football Club Ltd) was formed to ensure that if the formation of a new company was required in the event of a CVA being rejected, then the Club's corporate entity would be a Scottish registered company as it has always been. When the CVA failed the assets of The Rangers Football Club Plc (subsequently renamed RFC 2012 plc) were then sold for £5.5 million.[31][32][33]

On 14 June 2012, the HMRC's formal rejection of the proposed CVA[34] meant that the company would enter the liquidation process.[35] The accountancy firm BDO were appointed to reveal why the company running the club failed.[36][37]

Sevco Scotland Ltd acquired Ibrox Stadium and Murray Park on 14 June 2012 after the rejection of a proposed CVA meant that RFC 2012 plc would enter liquidation.[38] along with various other assets including intellectual property, goodwill and various contracts.[39][40] An application to transfer the Scottish Premier League membership from the 'oldco' to the 'newco' was rejected on a 10–1 vote.[41] Thereafter, an application to the Scottish Football League was successful with Rangers securing associate membership and a place in the 4th tier of Scottish Football, Division 3, for the 2012–13 season.[42][43] Agreement was reached on the transfer of SFA membership, with the new company accepting a number of conditions relating to the old company.[44] The club also awaits the conclusion of an investigation of alleged rule breaking by use of dual contracts by Rangers over the period 2001 to 2010.[45] Former Rangers owner David Murray has denied any cheating took place during his stewardship.[20]

As a result of Rangers' "assets, business and history" being sold to a new company when The Rangers Football Club Plc (subsequently renamed as RFC 2012 plc) entered the liquidation process, the extent to which Rangers can be regarded as a continuation of the club officially founded in 1872 has been interpreted differently.[46] Rangers Football Club has been described by some in the mainstream media as a "new club",[47][48] whilst Chief Executive Charles Green has maintained "this is still Rangers",[49][50] with the SPL chairman Neil Doncaster saying "it is an existing club, even though it's a new company".[51][52]

The continuation of the club, as opposed to the company running the club, has been recognized by the SPL and the European Club Association.[53][54]

In December 2012, a company called Rangers International Plc was formed and listed on the London stock exchange and became the holding company for the The Rangers Football Club Ltd which, in turn, owns the football club.

Financial Performance[edit]

As the new company had not filed any accounts (as of April 2013), it was not clear what its performance would be. Major Scottish banks including Royal Bank of Scotland, reportedly "concerned at the current uncertainty about the club's future and its backers" declined to provide the new company with the corporate banking facilities it needed. Metro Bank was hired instead.[55]

After the administration and relaunch of Rangers, a local Audi dealership terminated a lucrative sponsorship agreement.[56] It was reported that primary sponsor Tennent's would remain with the new company but would renegotiate a new deal.[57]

Current shareholders[edit]

Towards the end of August 2012, it was revealed that Arif Naqvi, chief executive of private equity firm Abraaj Capital, owned just under 18% of the Company's shares after having agreed to invest £2m in June 2012. Other investors included Imran Ahmad and Richard Hughes, from Zeus Capital, owning 9.8% each (Hughes has a 6.8% stake in Rangers [1]). Rangers manager Ally McCoist owning a share of about 4.5% and Scottish-based businessman Ian Hart, who was part of the Blue Knights group, owning a shareholding of 1.3%.[58] The Blue Knights was one of several groups or individuals that had expressed an interest in succeeding the original Rangers structure.

Other shareholders in the club include Alessandro Celano and Chris Morgan[disambiguation needed].[59]

It was revealed in an AIM announcement on 5 December 2012 that Charles Green has a 14.9% shareholding, with Newcastle owner Mike Ashley having a 8.9% stake. Green and Ashley's shares were projected to fall to 8.67% and 5.20% respectively after the company's flotation on the stock market. Other shareholders, both before and after the flotation, were also revealed including Blue Pitch Holding, Margarita Funds Holding Trust, Craig Mather, Norne Anstalt, Legal & General Investment Management Limited, Insight Investment Management (Global) Limited, Cazenove Capital Management Limited, Hargreave Hale Limited and Artemis Investment Management LLP.[60][61]

Current Board of Directors of Rangers International Football Club plc[edit]

Position [62] Name
Non-Executive Chairman David Somers
Chief Executive Officer Graham Wallace
Financial Director -
Non-Executive Director Norman Crighton

Current Board of Directors of The Rangers Football Club Ltd[edit]

Name
Chairman Sandy Easdale
Non-Executive Director James Easdale

References[edit]

  1. ^ http://www.scottishfootballleague.com/news/article/press-statement-49/ [PRESS STATEMENT] www.scottishfootballleague.com, 13 July 2012
  2. ^ Welcome to 'The Rangers Football Club'... new name for crisis club as Green beats late Smith bid to seal deal www.dailymail.co.uk, accessed 6 August 2012
  3. ^ St Mirren signings 'unlikely' due to Rangers newco situation www.bbc.co.uk, 2 June 2012
  4. ^ Rangers liquidation now inevitable local.stv.tv, accessed 6 August 2012
  5. ^ First in: Youngster Hegarty pledges future as newco Rangers' first signing Daily Mail, 29 June 2012
  6. ^ COMMISSION REASONS FOR DECISION OF 12 SEPTEMBER 2012 www.scotsman.com, 12 September 2012
  7. ^ Rangers liquidation now inevitable after CVA bid rejected by HMRC local.stv.tv, 12 June 2012
  8. ^ Duff and Phelps: Interim Report to Creditors www.rangers.co.uk, 10 July 2012
  9. ^ Rangers newco: Guessing game as 13 players return for pre-season www.scotsman.com, 29 June 2012
  10. ^ http://www.scottishfa.co.uk/scottish_fa_news.cfm?page=1957&newsCategoryID=3&newsID=10252
  11. ^ a b c d Sinclair, Keith (8 February 1997). "Builder who laid foundations of Ibrox revolution. Lawrence dynasty grew from humble beginnings to sow seeds of Rangers' success". Herald Scotland. Retrieved 7 December 2012. "So enthusiastic did his interest in the club become, that he was soon the largest shareholder..." 
  12. ^ "Murray makes £112 million but not a penny will be put into Rangers". The Scotsman. 2 December 2005. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "RANGERS will receive no windfall from the £112 million raised by club chairman David Murray yesterday through the surprise sale of Murray International Metals Limited." 
  13. ^ "Murray's share issue cuts Rangers' debt to £23.1m – Top Football Stories". The Scotsman. 1 September 2005. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "THE full effect of Rangers' share rights issue was revealed yesterday when the club's annual accounts showed a huge reduction in their net debt from a crippling £73.9million to a more manageable £23.1million." 
  14. ^ "Rangers to raise £57m". BBC News. 1 September 2004. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "Returning Rangers chairman David Murray has confirmed a £57m rights issue of shares designed to wipe out most of the club's crippling debt burden." 
  15. ^ "Murray takes Ibrox blame". BBC News. 16 January 2004. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "Rangers honorary chairman David Murray is shouldering the blame for the overspending that has led to the club's current financial plight." 
  16. ^ White, Clive (11 July 1995). "Platt in pounds 4.75m move to Arsenal". Independent. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "Rioch cut short a holiday in Portugal to bring to an end Platt's four- year sojourn in Italy, just as Rangers did yesterday when they completed the signing of Paul Gascoigne from Lazio." 
  17. ^ McKinney, David (15 August 1994). "Scottish Football: Rangers count cost of McCoist injury". Independent. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "McCoist's woes were in marked contrast to the sparkling contribution made by the summer signing from Fiorentina, Brian Laudrup." 
  18. ^ "Flo goes to Rangers". BBC. 23 November 2000. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "Tore Andre Flo has become the most expensive player signed by a Scottish club after completing his move from Chelsea to Rangers. The Norwegian striker's £12m transfer has been confirmed by the Scottish champions following a successful medical." 
  19. ^ "Rangers swoop for De Boer and Hartson". BBC. 30 August 2000. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "Barcelona's Dutch midfielder Ronald de Boer has agreed personal terms on a four-year contract with Rangers. Rangers, who are waiting for paperwork from the Nou Camp before announcing the signing, have not yet confirmed the size of the transfer fee but it is estimated it to be close to £6m." 
  20. ^ a b "Sir David Murray: I reject and resent any suggestion there was cheating at Rangers". The Daily Telegraph (Telegraph). 6 August 2012. Archived from the original on 24 August 2012. Retrieved 6 August 2012. "Former Rangers owner Sir David Murray has denied cheating took place during his stewardship of the club after the Scottish Premier League appointed an independent commission last week to investigate alleged undisclosed payments to players." 
  21. ^ "ANONYMISED FORM OF THE DECISION". Finance and Tax Tribunals. Retrieved 20 November 2012. 
  22. ^ "Former Rangers Football Club wins Big Tax Case appeal". BBC News. 20 November 2012. 
  23. ^ "RFC 2012 P.L.C.". Companies House. Retrieved 23 August 2012. "Registration Date: 27/05/1899" 
  24. ^ Teather, David (31 March 2000). "Rangers to float as it chases global glory". Guardian. Archived from the original on 24 August 2012. Retrieved 23 August 2012. "Rangers football club, on track for its 49th Scottish premier league title, announced plans yesterday to float the business on the stock market and disclosed that talks are under way with a number of potential media investors." 
  25. ^ "Craig Whyte completes takeover of Rangers for £1". BBC Sport. 6 May 2011. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "Craig Whyte has completed his takeover of Rangers for £1 but amid continuing concerns by board members about his ability to invest sufficient funds." 
  26. ^ "Rangers FC signals intent to go into administration". BBC. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "Rangers Football Club has confirmed it has filed legal papers at the Court of Session to appoint administrators." 
  27. ^ "Rangers Football Club enters administration". BBC News. 14 February 2012. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "HMRC lodged its petition over alleged non-payment of about £9m in PAYE and VAT following Craig Whyte's takeover." 
  28. ^ "Rangers in crisis: Administration was sparked by £9million bill for unpaid VAT and PAYE". Daily Record. 14 February 2012. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "RANGERS went into administration today – as it was revealed they had failed to pay £9million in VAT and PAYE from the current financial year." 
  29. ^ "Rangers in crisis: Police asked to probe Craig Whyte takeover". BBC. 25 June 2012. Archived from the original on 24 August 2004. Retrieved 24 August 2012. "A criminal investigation is to be launched into Craig Whyte's takeover of Rangers Football Club in May last year." 
  30. ^ "SEVCO 5088 LIMITED". Retrieved 2013-04-17. 
  31. ^ "Little black and white as Green faces closer scrutiny". Retrieved 2013-04-17. 
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  33. ^ "Chairman Offers Clarification". Retrieved 2013-04-17. 
  34. ^ "Rangers to be re-formed". ESPN Soccernet. 12 June 2012. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "Rangers appear set to be liquidated and re-formed as a newco after Her Majesty's Revenue and Customs decided to vote against a Company Voluntary Arrangement put forward by the prospective new owners." 
  35. ^ "BBC News – Rangers directors may face probe following liquidation". BBC Online. Archived from the original on 24 August 2012. Retrieved 24 August. "Former directors of Rangers FC may face investigation and possible claims against them over the club's demise, HM Revenue and Customs (HMRC) has said." 
  36. ^ "Rangers in Crisis". Scottish Television (STV). 12 June 2012. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "The Ibrox club confirmed its planned company voluntary arrangement (CVA) escape from administration would now fail as the tax authorities revealed they felt it was in the "public interest" to liquidate The Rangers Football Club Plc, incorporated in 1899." 
  37. ^ "Rangers liquidated as CVA formally rejected". The Scotsman. 2012. Archived from the original on 24 August 2012. Retrieved 30 July 2012. "GLASGOW RANGERS were today forced into liquidation after major creditor Her Majesty’s Revenue and Customs (HMRC) formally rejected an offer of a Company Voluntary Arrangement (CVA) from the club’s administrators." 
  38. ^ "Charles Green completes Rangers purchase despite Walter Smith bid". bbc. 14 June 2012. Archived from the original on 24 August 2012. Retrieved 14 August 2012. "Charles Green has completed his purchase of Rangers' assets in a deal worth £5.5m," 
  39. ^ "Welcome to 'The Rangers Football Club'... new name for crisis club as Green beats late Smith bid to seal deal". 14 June 2012. Archived from the original on 24 August 2012. Retrieved 14 August 2012. "Green completed his £5.5million newco acquisition after his Company Voluntary Arrangement was formally rejected." 
  40. ^ "Charles Green completes purchase of Rangers assets". The Independent. 14 June 2012. Archived from the original on 24 August 2012. "Green completed his £5.5million newco acquisition after his Company Voluntary Arrangement was formally rejected." 
  41. ^ "Rangers newco refused SPL entry after chairmen vote". BBC. 4 July 2012. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "Rangers will not play in the Scottish Premier League this season." 
  42. ^ "Rangers: Newcastle's Mike Ashley ready to buy Ibrox share". bbc. 11 August 2012. Archived from the original on 24 August 2012. Retrieved 24 August 2012. "Businessman Charles Green led a consortium to buy Rangers' assets for £5.5m and reformed the club as a new company. But the 'newco' did not get the required votes for re-admittance to the SPL and instead, the new Rangers was relaunched in Division Three, drawing 2-2 with Peterhead in its opening game." 
  43. ^ "Raith & Clyde criticise Rangers newco Division One plan". BBC News. 30 June 2012. Archived from the original on 24 August 2012. Retrieved 30 July 2012. "Raith Rovers and Clyde insist plans to place the Rangers newco in Scottish Division One should not be forced upon Scottish Football League clubs." 
  44. ^ "Agreement on Transfer of Membership". SFA website. 27 July 2012. Archived from the original on 24 August 2012. Retrieved 30 July 2012. "We are pleased to confirm that agreement has been reached on all outstanding points relating to the transfer of the Scottish FA membership between Rangers FC (In Administration), and Sevco Scotland Ltd, who will be the new owners of The Rangers Football Club." 
  45. ^ "Rangers: Conditional membership allows cup tie to go ahead". BBC Sport. 27 July 2012. Archived from the original on 24 August 2012. Retrieved 30 July 2012. "Rangers have been granted a conditional Scottish FA membership, which will allow Sunday's Ramsdens Cup tie with Brechin City to go ahead." 
  46. ^ "Rangers sail into uncharted waters amid myriad fears and flaws". The Guardian. 28 July 2012. Archived from the original on 24 August 2012. "Summer of schisms and machinations sparked by the Ibrox club's liquidation has left Scottish football facing the unknown" 
  47. ^ "Rangers newco owner Charles Green make bigotry claim over SPL rejection". BBC. 29 July 2012. Archived from the original on 24 August 2012. "Charles Green has claimed that bigotry was among the motives for punishing the new Rangers company for the misdemeanours of the former company." 
  48. ^ "Newco Rangers to be refused SPL entry as six clubs say they will vote no". sport.stv.tv. 25 June 2012. Archived from the original on 24 August 2012. Retrieved 6 August 2012. "Newco Rangers look certain to be refused SPL membership after Aberdeen and St Johnstone revealed they will vote against a new company taking the crisis-hit club's place." 
  49. ^ "Club reacts to SFA Membership". rangers.co.uk. 27 July 2012. Archived from the original on 24 August 2012. "This is still Rangers and the next chapter of our history has the potential to be one of the greatest stories in the history of sport. The Rangers revival begins now and I, for one, am looking forward to the journey" 
  50. ^ "Rangers' SFA membership rubber-stamped". BBC. Archived from the original on 24 August 2012. Retrieved 13 August 2012. "Rangers have received full membership of the Scottish Football Association, the governing body has confirmed." 
  51. ^ Neil Doncaster (18 July 2012). Full video interview: SPL chief Neil Doncaster on Rangers and his future. STV. Archived from the original on 24 August 2012. 
  52. ^ "Early day motion 374". UK Government. 11 July 2012. Archived from the original on 18 August 2012. Retrieved 18 August 2012. "That this House acknowledges the strenuous efforts being made by the current management, playing and backroom staff at Rangers Football Club to set the Club on a sound financial footing; commends the sacrificial financial moves made by many at Rangers in recent months to help alleviate the problems caused by previous owners; and calls on the Scottish football authorities, if they believe in integrity, to move quickly so that both Rangers with their worldwide fan base and all other clubs can prepare for the new season, allowing genuine football fans to enjoy the game and the clubs they love." 
  53. ^ "Rangers cleared by watchdog over 'most successful club' advert". Herald Scotland. 12 June 2013. Retrieved 2013-06-15. 
  54. ^ "European clubs body downgrades Rangers' status but recognises history". STV Sport. STV Productions. 14 December 2012. Retrieved 2013-06-15. 
  55. ^ Revealed: how Rangers newco was shunned by major banks The Herald, 1 July 2012
  56. ^ Audi .. and see ya to Rangers cars Scottish Sun, 3 July 2012
  57. ^ Tennent’s to stick by Rangers newco for now Marketing Week, 6 July 2012
  58. ^ Rangers: Ibrox club's largest shareholder revealed bbc.co.uk, 24 August 2012
  59. ^ Charles Green Statement Rangers.co.uk, 14 June 2012
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  62. ^ Rangers