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 liquidation and the company's 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. The Rangers International Football Club Plc was then formed as the holding company by the owners The Rangers Football Club Ltd, with the latter becoming a wholly owned subsidiary of the former.

Current company overview

The Rangers Football Club Ltd,[1] previously called Sevco Scotland Ltd, is a limited company[2] based in Glasgow. It was formed in 2012 to replace[3] The Rangers Football Club Plc (which was subsequently renamed RFC 2012 plc), incorporated in 1899,[4] which went out of business and entered liquidation procedures on 14 June 2012.[5] Having purchased the business, goodwill[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 new company.[9] Some players left to join other clubs as free agents since their former employer had been in breach of contract. 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

Prior to incorporation

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

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 Lawrence 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

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 Lawrence Group, Lawrence Marlborough sold the company for £6 million.[11]

Murray International Holdings

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 club's 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 tribunal verdict was announced on 20 November 2012, with Rangers winning the appeal.[21][22] HMRC have appealed the decision of the First Tier Tax Tribunal and the legal action continues.

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

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Main article: Administration and liquidation of The Rangers Football Club Plc

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 club's £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 docked 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

Sevco Scotland Ltd was formed on 29 March 2012[30] as a means for Charles Green to acquire the assets of 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' asset 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]

However, the continuation of the club, as opposed to the company running the club, has been recognized by all relevant sporting governance bodies, including but not limited to the SPL, the European Club Association, UEFA and the ASA.[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.[55]

Financial performance

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.[56]

After the administration and relaunch of Rangers, a local Audi dealership terminated a lucrative sponsorship agreement.[57] It was reported that primary sponsor Tennent's would remain with the new company but would renegotiate a new deal.[58]

Shareholder history

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 [4]). Rangers manager Ally McCoist was revealed to own a share of about 4.5% with Scottish-based businessman Ian Hart, who was part of the Blue Knights group, also owning a shareholding of 1.3%.[59] 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 revealed included Alessandro Celano and Chris Morgan.[60]

It was revealed in an AIM announcement on 5 December 2012 that Charles Green owned a 14.9% shareholding, with Newcastle United owner Mike Ashley having an 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.[61][62]

After departing as Chief Executive, Charles Green sold his shareholding to co-owner of McGill's Bus Services Sandy Easdale.[63] Easdale increased his stake to 4.52% in November 2013,[64] and then to 5.21% in September 2014. Easdale also holds the voting rights for 20.94% of the company, giving him control of 26.15% of the issued share capital in total.[65]

In October 2014, Newcastle United and Sports Direct owner Mike Ashley increased his shareholding to 8.92%.[66]

Isle of Man-based hedge fund Laxey Partners were revealed to be the new largest shareholder in Rangers in November 2013,[67] and later increased the shareholding to 16.3%.[68] In December 2014, Laxey sold their shareholding to a group of businessmen made up of Douglas Park and existing shareholders George Letham and George Taylor.[69] In January 2015, former Rangers director Dave King purchased 14.57% of the club's shares from Artemis and Milton.[70]

To date, Rangers have an issued share capital of 81,478,201 ordinary shares of 1 pence each in the Company, including additional shares offered through a second share issue in September 2014.[71]

Major shareholders (3% or above)

Stakeholder[72] No of Ordinary Shares held  % of issued share capital
Dave King[73] 11,869,505 14.57%
George Taylor 7,575,000 9.30%
Mike Ashley[74] 7,265,000 8.92%
Sandy Easdale 5,256,110 6.45%
Douglas Park 5,000,000 6.14%
River and Mercantile Asset Management 4,704,827 5.77%
Club 1872 4,590,496 5.63%
Blue Pitch Holdings 4,000,000 4.91%
George Letham 3,299,515 4.05%
Margarita Funds Holding Trust 2,600,000 3.19%

Minor shareholders (below 3%)

Stakeholder[75] No of Ordinary Shares held  % of issued share capital
Ally McCoist 1,092,988 1.34%
Artemis Investment Management 243,038 0.30%
Barclayshare Nominees Limited 1,015,804 1.25%
Brewin Nominees Limited 202,855 0.25%
Colin Howell 200,000 0.25%
Felix Magath 810,000 0.99%[76]
FMR LLC 2,000,000 2.45%
Fitel Nominees Limited 585,603 0.72%
Glenmuir Limited 1,000,000 1.23%
Graeme Henderson 590,164 0.72%
Hargreave Hale Discretionary Service 10,300 0.01%
Hargreaves Lansdown 552,011 0.68%
HSBC Global Asset Management 1,878,488 2.31%
James Easdale 572,749 0.70%
Kieran Prior 1,100,740 1.35%
Lynchwood Nominees Limited 1,203,800 1.48%
Malcolm Murray 200,000 0.25%
Norman Crighton 96,222 0.12%
TD Direct Investing 711,475 0.87%
Vanguard Bears 156,123 0.19%
Walter Smith 71,429 0.09%
Winterflood Securities Limited 989,651 1.21%
Hanover Nominees Limited 107,776 0.13%
HSDL Nominees Limited 968,599 1.19%
Interactive Brokers LLC 76,712 0.09%
Investor Nominees Limited 166,766 0.20%
L R Nominees Limited 91,913 0.11%
Lawshare Nominees Limited 280,794 0.34%
Lion Nominees Limited 211,594 0.26%
Patrick Oddie 200,000 0.25%
Platform Securities Nominees 96,237 0.12%
Redmayne (Nominees) Limited 221,837 0.27%
Rock Nominees Limited 275,938 0.34%
Share Nominees Limited 207,985 0.26%
Smith and Williamson Nominees Limited 276,375 0.34%
Vidacos Nominees Limited 748,462 0.92%

Current Board of Directors of Rangers International Football Club plc

As of 3 August 2015

Position Name
Chairman Dave King
Managing Director Stewart Robertson
Non-Executive Director Paul Murray
Non-Executive Director John Gilligan
Non-Executive Director John Bennett
Non-Executive Director Douglas Park
Non-Executive Director Graeme Park
Company Secretary James Blair

Current Board of Directors of The Rangers Football Club Ltd

As of 3 August 2015

Position Name
Managing Director Stewart Robertson
Non-Executive Director Paul Murray
Non-Executive Director John Gilligan
Non-Executive Director Graeme Park
Director of Finance and Administration Andrew Dickson
Company Secretary James Blair

References

  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. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  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. ↑ 11.0 11.1 11.2 11.3 Lua error in package.lua at line 80: module 'strict' not found.
  12. ↑ Lua error in package.lua at line 80: module 'strict' not found.
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  37. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  38. ↑ Lua error in package.lua at line 80: module 'strict' not found.
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  40. ↑ Lua error in package.lua at line 80: module 'strict' not found.
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  43. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  44. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  45. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  46. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  47. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  48. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  49. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  50. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  51. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  52. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  53. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  54. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  55. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  56. ↑ Revealed: how Rangers newco was shunned by major banks The Herald, 1 July 2012
  57. ↑ Audi .. and see ya to Rangers cars Scottish Sun, 3 July 2012
  58. ↑ Tennent’s to stick by Rangers newco for now Marketing Week, 6 July 2012
  59. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  60. ↑ Charles Green Statement Rangers.co.uk, 14 June 2012
  61. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  62. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  63. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  64. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  65. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  66. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  67. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  68. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  69. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  70. ↑ Lua error in package.lua at line 80: module 'strict' not found.
  71. ↑ [1]
  72. ↑ Share Information
  73. ↑ t/a New Oasis Asset Limited
  74. ↑ t/a MASH Holdings Limited
  75. ↑ [2][3]
  76. ↑ Lua error in package.lua at line 80: module 'strict' not found.

External links

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