Administration and liquidation of The Rangers Football Club Plc

Rangers, a football club in Scotland, entered financial difficulties during the late 2000s. The club, trading as The Rangers Football Club PLC, entered administration in February 2012. It owed substantial amounts to Her Majesty's Revenue and Customs, who subsequently refused to allow Rangers to exit administration via a Company Voluntary Arrangement (CVA). The Rangers Football Club PLC entered liquidation on 31 October 2012.

The refusal of the CVA forced the administrators to sell the business and assets of Rangers to a new company, operated by Charles Green. The other member clubs of the Scottish Premier League refused to allow the new company to adopt the league membership of the old company. Green then successfully applied for membership of the Scottish Football League. After obtaining the Scottish Football Association membership of the old company, Rangers (now trading as The Rangers Football Club Ltd) entered the Third Division (the fourth tier of the Scottish football league system) in time for the 2012–13 season.

Background

During the 1990s and 2000s, Rangers regularly posted financial losses. By 2009, Rangers owed between £25 million and £30 million to the Lloyds Banking Group. Team manager Walter Smith claimed in October 2009 that Lloyds were effectively running the club. Although the amount due to Lloyds was reduced to £18 million by April 2011, Rangers were in dispute with Her Majesty's Revenue and Customs (HMRC) regarding the use of an employee benefit trust fund (EBT) between 2001 and 2010. A bill potentially running up to £49 million, including interest and penalties, was assessed in 2010. Rangers argued that their EBT scheme was a legal method of tax avoidance. The scale of the potential liability led chairman Alistair Johnston to admit in 2011 that the club could go out of business.

On 6 May 2011, it was confirmed that David Murray had sold his controlling interest in the club (85.3 percent) to Wavetower Limited, ultimately owned by Craig Whyte, for £1. Whyte pledged to pay off the bank debt and invest money in the squad and stadium. To enable the purchase and to pay off the debt to Lloyds, Whyte borrowed £26.7 million against future season ticket sales from Ticketus. This agreement with Ticketus was reached before the sale of the club had been completed.

Whyte failed to disclose that he had been previously banned as a company director for seven years. He began defamation proceedings against the BBC in February 2012 regarding two documentaries that had been broadcast about Whyte and his purchase of Rangers. A subsequent investigation by the Scottish Football Association found that Whyte was not a fit and proper person to run a football club. After the club entered administration, it was revealed by the administrators that there was no evidence of investment from Whyte into the club. David Murray later stated that he deeply regretted selling the club to Whyte, claiming that he had been "duped" and if the information had been available to him at the time he would not have done the deal. On 25 June 2012, the Crown Office asked Strathclyde Police to investigate the purchase of Rangers and the club's subsequent financial management.

Administration and liquidation

Soon after taking control of Rangers, Whyte refused to remit the pay-as-you-earn tax deducted from his employees to HMRC. On 13 February 2012 Rangers filed legal papers at the Court of Session giving notice of their intention to enter administration. The following day HMRC petitioned the court for authority to appoint their choice of administrator, but this was unsuccessful. Rangers officially entered administration on 14 February 2012, after appointing London-based financial advisers Duff & Phelps as administrators.

On entering administration Rangers were deducted 10 points in the 2011–12 Scottish Premier League, effectively ending its championship challenge. Rangers then failed to submit accounts for 2011 and were therefore not granted a licence to play in European football in season 2012–13. In April it was revealed that the club's total debts could top £134M.

HMRC made clear on 12 June that it would vote against a proposed Company Voluntary Arrangement ("CVA"). Their formal rejection of the proposed CVA on 14 June meant that the company which operated Rangers would be liquidated, while the club would have to be reformed within a new company structure. The business and assets of Rangers were sold to Sevco Scotland Ltd, with the accountancy firm BDO due to be appointed as liquidator. Duff & Phelps announced in October 2012 that creditors had approved an end to their administration and that they had applied to the Court of Session for BDO to be appointed as liquidator. This appointment was confirmed on 31 October.

In June 2015, BDO proposed an interim payment of £10 million to creditors, between 6p and 7p in every £1 owed. Most of the funds were obtained from a successful legal action against Collyer Bristow, the firm of solicitors that acted for Craig Whyte during his takeover of Rangers. This interim payment was due to be made by the end of July 2015, but was delayed by a claim made by Law Financial Ltd. A further payout to creditors depends on the final result of the dispute with HMRC. Dave King, the chairman of the new Rangers company, suggested in September 2015 that the old company could be taken out of liquidation and re-used as the Rangers trading company.

New company

Immediately following the rejection of the CVA, the club's "business, history and assets" were sold to Sevco Scotland Ltd, owned by a consortium led by Charles Green. While the manager, Ally McCoist and a number of players were willing to transfer, other first team players such as team captain Steven Davis, Steven Naismith and Steven Whittaker refused to have their contracts transferred under TUPE regulations and became free agents. This was disputed by Duff & Phelps, who stated that Green purchased the players contracts and registrations. Rangers subsequently agreed a fee for Davis with Southampton, while Charles Green pursued claims in relation to Naismith and Whittaker.

Another consortium, led by former Rangers manager Walter Smith, made a last minute bid for the assets. This was rejected by Duff & Phelps, who already had a binding agreement to sell them to Charles Green. Walter Smith's consortium, including Scottish businessmen Douglas Park and Jim McColl, made a £6million offer that was also turned down. Charles Green then offered Walter Smith a role and the opportunity for his consortium to invest in the club. On 19 June 2012, Walter Smith and his consortium pulled out from trying to acquire the relaunched club. Smith's consortium was originally hostile to the Charles Green's consortium but on their statement issued cited that "We wish the new Rangers Football Club every good fortune." On 20 June 2012, it was reported that two Glasgow businessmen, housebuilders and property developers Allan Stewart and Stephen McKenna were preparing a bid for the club worth about £11m. On 25 June McKenna had a bid of £8.7m rejected. Prominent former Rangers player John Brown had been involved in the bids and made a further attempt to take control by leading a supporter buyout of Green's consortium. Brown left his position as transfer scout after a meeting with Green and told 5,000 demonstrating supporters at Ibrox Stadium not to renew their season tickets, in order to "starve" them of funds and force them out. Brown challenged Green to show the title deeds to Ibrox and Murray Park, because he suspected that Craig Whyte or Ticketus retained an interest in the assets. Brown also accused Green of "surrendering" to a plot by Celtic chief executive Peter Lawwell. Brown alleged that Lawwell wanted a weak Rangers in the SPL to boost Celtic's own revenues.

Charles Green responded by ridiculing what he saw as the posturing of Walter Smith and John Brown: "It's not right that every two weeks a Mel Gibson appears, delivers a Braveheart statement, then doesn't deliver anything." Malcolm Murray, installed as Chairman of Rangers, appealed for an end to "factionalism" and said: "The vicious bloodlust must end, not only for Rangers’ sake but for Scottish football."

By 6 July 2012, Rangers were reportedly facing serious financial difficulties of its own, because only 250 season tickets had been sold. 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 Rangers with the corporate banking facilities it needed. Metro Bank was hired instead. A local Audi dealership also terminated a lucrative sponsorship agreement. It was reported that primary sponsor Tennent's would remain with Rangers but would renegotiate a substantially smaller deal.

Response of Scottish football authorities

The financial collapse of Rangers resulted in a great deal of discussion within Scottish football. Initially it was proposed by the Scottish Premier League (SPL) that Rangers should be given re-entry straight into the SPL. The SPL clubs rejected this application by a 10-1 vote, with only Rangers voting in favour and Kilmarnock abstaining. Early in discussions in regards to a "parachute" into the SPL, Kilmarnock chairman Michael Johnson stated that it was likely that Kilmarnock would vote in favour of Rangers re-entry to the SPL, but after consultation with fans (who were against a "parachute" to the SPL), the vote was eventually the single abstention that was observed in the voting. The chairmen of Aberdeen, Hearts, Dundee United, Hibernian, Inverness and St Mirren were also vocal in their opinion, declaring that they were likely to vote no. St Johnstone chairman Steve Brown declared that he would in principle oppose an automatic re-entry depending on the extent of the sanctions and conditions, while Motherwell chose to vote on the basis of fan and shareholder opinion. Newly promoted Ross County were relatively quiet on the issue, claiming that they would take into consideration the views of other clubs before making their decision. Celtic were the only SPL club not to announce their voting intentions prior to the ballot taking place, but later released a statement confirming their "no" vote and stating that "the integrity of the game was of paramount importance" and that the "decision to refuse access into the SPL was an overwhelming one and demonstrates the depth of feeling amongst everyone involved in Scottish football".

Following the vote by rival clubs to reject the application for direct entry of Rangers to the SPL, SFL and SFA executives proposed a direct entry to the Scottish Football League First Division. Scottish Football League clubs felt that they were being forced to deal with a situation which was not of their making. Notable opponents to direct entry included Raith Rovers chairman Turnbull Hutton, who said that lower league clubs were being "bullied, rail-roaded and lied to" and described the conduct of the governing bodies as being "corrupt". Clyde, and Falkirk also voiced strong disapproval of Rangers entering the First Division, with the Falkirk chairman Martin Ritchie claiming that parachute entry would be "totally unacceptable".

The SFL voted to let the club join as an associate member and placed Rangers in the Third Division. Agreement was subsequently reached on the transfer of SFA membership. Sevco Scotland Ltd agreed to accept all conditions relating to charges against Rangers FC of bringing the game into disrepute, including a 12-month transfer embargo, the payment of all outstanding fines and football debts, and agreement on broadcasting rights. The Scottish Premier League retained its right to the potential application of sanctions, including an investigation into the clubs use of EBTs and any penalties that may be applied as a result of it. The decision allowed the relaunched Rangers to complete their first fixture just two days later, a Ramsdens Cup tie against Brechin City at Glebe Park.

Aftermath

As a result of Rangers' "assets, business and history" being sold to a new company when The Rangers Football Club plc entered the liquidation process, the extent to which the relaunched Rangers can be regarded as a continuation of the club officially founded in 1873 has been interpreted differently. Rangers Football Club has been described by some in the mainstream media as a "new club", whilst Chief Executive Charles Green has maintained "this is still Rangers", with the SPL chairman Neil Doncaster saying "it is an existing club, even though it's a new company". On 20 August 2012, Falkirk suspended one of their announcers after he referred to the club as "the Sevco Franchise". Sevco was the new company's name prior to it being changed to The Rangers Football Club Ltd.

The SPL set up an investigation, chaired by Lord Nimmo Smith, into alleged use of dual contracts by Rangers through the EBT scheme. David Murray denied any cheating took place during his ownership of Rangers, while Alistair Johnston and Charles Green questioned the independence of the investigation. It found that Rangers had deliberately failed to disclose the trust payments in order to withhold information from HMRC and fined the old company £250,000. It had been anticipated that the investigation would revoke honours won by Rangers during the period that the trust payments were made, but this was not done because it was considered that Rangers had not obtained any sporting advantage by withholding information.

The First-tier Tribunal verdict in relation to Rangers' use of EBTs was announced on 20 November 2012, with Rangers winning the appeal on a majority verdict. After the verdict David Murray confirmed that Rangers had offered HMRC a settlement of more than £10 million two years previously. Murray also stated that, "The biggest question is why the Revenue knew in August 2011 that Craig Whyte wasn't paying national insurance and tax but didn't put him down - this has so many ramifications for business." An Upper Tribunal upheld the decision in 2014, but HMRC appealed to the Court of Session. Their appeal was upheld by all three judges, which led to further questions as to whether Rangers had gained an unfair sporting advantage by using the EBT scheme.

The handling of the TUPE process led to sixty-seven players launching legal action against Rangers via PFA Scotland, while three players claimed constructive dismissal, although it was subsequently found that the PFA had not spoken to the players to see if they wish this raised on their behalf. Rangers made a counter claim for loss of transfer fee revenue from players who refused to join the new company. The panel set up to consider the cases ruled in April 2013 that Rangers should pay its costs.