Rangers: The Sheer Brassneckery Of Administration
The rural west of Ireland is quiet at its noisiest. And two weeks away from the noise of the Rangers saga was blissfully quiet. I knew I was returning to something major, however, as I was aware that the BBC’s Mark Daly had fronted another Ibrox insolvency-related documentary and that administrators Duff and Phelps had finally published their “best-and-final” CVA. But nothing prepared me for the revelation that Kevin Muscat had an Employee Benefit Trust, that somebody paid money into it and that somebody paid one million pounds into it. And nothing prepared me for the sheer brassneckery of Charles Green’s largely “to be confirmed” (TBC) proposals to pay Rangers’ creditors with borrowed money. Meet the new Rangers, same as the old Rangers. In debt. On top of that, there has been a successful appeal against severe punishment for non-payment of £13m tax – an appeal which could lead to severer punishment. There have been documentary-evidenced allegations of systematic wrongdoing over nearly a decade (Rangers’ “abuse” of Employee Benefit Trusts – EBTs). And the CVA details? TBC.
The systematic, decade-long abuse of EBTs was the main focus of Daly’s documentary. But considerable efforts have been made to shift attention onto potential conflicts of interest concerning Rangers’ administrators – a side-issue of considerable proportions, but a side-issue nonetheless. Daly’s documentary was as respectful as you could be to any adult with THAT many teddy bears. Genuine Rangers “fanatic” Sammy Patterson even deflected attention from his inordinate number of tattoos and garish jewellery with an impassioned, articulate representation of fans’ despair.
The dozen-or-so minutes at the end, on Duff and Phelps’ “intriguing” role throughout Craig Whyte’s Rangers tenure, contained the sexier stuff of investigative journalism – leaked documents directly contradicting public pronouncements. And amid the on-going arguments, it is intriguing to note that Duff and Phelps admit they knew last August that owner Craig Whyte had lied about his source of takeover deal funding, yet waited until they were well-remunerated administrators before letting anyone else know. But it was Daly’s “data room” stuff – less sexy, despite the sultriest efforts of the female voiceover – which laid bare the enormity of what Rangers are accused of. Before Whyte, Rangers’ problems were large, if decreasing, bank debts, and accusations of years of financial ‘cheating.’
Daly brought us back to those simpler times. The now-famous rangerstaxcase blog states: “I will…provide the details of what Rangers have done (and) why it was illegal.” This is precisely what Daly’s doc did (possibly not co-incidentally). And if the First Tier Tribunal (Tax) (FTT(T)) has Daly’s documentation-based insight, it would take a weighty revelation to demonstrate Rangers’ innocence. There may be innocent reasons why Rangers felt Kevin Muscat was due a million pounds for non-football-related activities during his one Ibrox season (ignoring the obvious joke that most of Muscat’s displays could be defined as “non-football”). Barry Ferguson may have earned two and a half million pounds for “image rights.” No. Really. But if there aren’t and he hasn’t, then Rangers FC will have been exposed as systematic cheats for years. And there isn’t a punishment on Planet Football which would be too harsh for that.
This was a problem facing the SFA’s disciplinary and appellate tribunals as they sought an appropriate sanction for Rangers’ non-payment of taxes and national insurance last season – and, more importantly, the use of that money to bolster Rangers’ playing resources. Lord Glennie ruled, last Tuesday, that the SFA could not impose a punishment that wasn’t specified in their Judicial Panel rules. They had to choose one, or a combination, of the punishments in the rules. The misinterpretations of that judgement have been legion, however. Glennie simply sent the SFA’s decision back to the SFA’s appellate tribunal for reconsideration, directing them to restrict themselves as above.
There was no dispute in his court that the sanction was appropriately severe. The Disciplinary Tribunal’s view, that Rangers had committed “as serious offences against the ordinary standards of corporate governance as one could imagine,” still stands. Severe punishment is still due Rangers for gaining £13m worth of sporting advantage through Whyte’s non-payment of taxes. A fine was deemed insufficient by the original tribunal – hence the perceived need for an additional penalty. So the tribunal look likely to “revisit” the other punishments available to them – suspension, ejection from the Scottish Cup, expulsion from football or termination of SFA membership.
Mark Dingwall of Rangers’ Supporters Trust, still believes Rangers were unfairly punished, as it was all Craig Whyte’s fault. Rangers’ website even said the club had given the SFA’s Appellate Tribunal “a compelling case that the…non-payment of (tax) was down to…Craig Whyte and not the club”. But the ORIGINAL tribunal established that Scottish case law said different – citing an early 70s spat involving Tesco Supermarkets. And Rangers’ representative, Michael McLaughlin, accepted that very fact during the original hearings, that Whyte was the “controlling mind” of the company and was, therefore, for the purposes of this case, the company. Rangers fans should remember that – in case a particularly miffed tribunal are in a less generous mood when they revisit the issue this coming Friday.
If nothing prepared me for Kevin Muscat’s millionaire status, nothing could possibly have prepared me for the Company Voluntary Arrangement (CVA) proposals which eventually emerged – one week after the final, final deadline for them. The enormity of the proposals’ flaws may never sink in. “TBC” appears almost as often in the 60-page document as “CVA”, for goodness sake. And Paul Clark’s revelation that creditors don’t need the key detail of the proposals in order to accept them was almost a new law of physics. I accept that this convoluted administration has turned Clark this way and that upon his return to normal life he will again be a decent man. But his responses to genuine questioning of the process have become those of an ignorant, rude pig of a man.
Asked how creditors could accept a financial arrangement without knowing the…er… finances, he snapped: “They don’t have to know. You show me the rule where they have to know.” But if a creditor is prepared to accept £1,000 it would surely help to know if the offer is £1,500 or £500. The unknowns are large enough for currently speculated levels of repayment to be more than halved. Clark also claimed it was “very rare that creditors know a strict number of pence-in-the-pound,” despite recent (and not-so-recent in the case of my own team Kingstonian) football club administrations ALL including that figure. Creditors will have to wait until various legal processes are completed before receiving payment. The administrators have proposed that whatever tax the FTT(T) decides Rangers have avoided will be included in the CVA – whenever that ruling emerges (and after the required separate hearing on penalties for late payment). And the administrators’ case against Whyte’s former lawyers Collyer Bristow, which they seem sure will bring £25m to creditors, only STARTS in October. Creditors could be accepting a “cent-in-the-euro” deal in an independent Scotland if that case gets complicated.
Meanwhile, even my cynicism levels can’t cope with the administrators letting Green merely LEND Rangers the money to pay creditors. Green says he has already attracted huge investment into the club – though doubts have unsurprisingly emerged about this. But the administrators are prepared to let him pay NONE of that to creditors and to effectively purchase the club with its own money – just as Whyte did. I REALLY don’t understand that. There are other gems in the proposal. HMRC’s claim for tax and national insurance owed has leapt by all but four million pounds since the administrators last reported in April. This has been (mis?)interpreted as Duff and Phelps maintaining Whyte’s ‘laissez-faire’ attitude to taxation obligations.
Their April report included tax of £595,953 to the end of March in the “receipts and payments” account. But there is no indication in the CVA proposal as to the source this extra £4m. A £3m claim has arisen from Rangers’ “small tax case” – a liability the club accepted long ago. But this is a separate amount in the proposals, hence HMRC’s overall claim advancing beyond £21m. Oh… and if the CVA fails, Green can obtain a property portfolio (Ibrox Stadium, Murray Park training ground et al), which he recently boasted was worth £113m, for four and a half millions pounds. Now, I know property values and “realisable” values can vary wildly. But if I didn’t know better, I’d say the administrators’ valuation was designed to ensure that creditors could not benefit from Rangers’ liquidation, thereby forcing them to accept the CVA.
In the light of Green’s CVA brassneckery, his “mixed” business past should be examined more thoroughly. We’ve luckily been spared rehashes of 2011’s appalling Whyte hagiographies – Daily Record newspaper journalist Exclusive By Keith Jackson is not a Green devotee. But proper insight seems likely again to be the preserve of bloggers and London-based satirical magazines – the latest Private Eye offers ‘interesting’ insight into his involvement in construction company Panceltica Holdings and (Rangers fans, look away now) its 2009… liquidation. Rangers fans’ groups have raised concerns about the numerical ebb-and-flow of Green’s investor base and his Whyte-esque club acquisition strategy, which is hugely to their credit. But for most of the Scottish football and financial press to fail to follow suit yet again is unforgivable.
There is increasing outrage among anti-Rangers factions (Celtic fans mostly but not exclusively) that the Ibrox club are “getting away” with so much – that so much smoke is producing so little fire. This anger has some foundation in “traditional” anti-Rangers mentalities. And I know many readers of this website would ascribe that mentality to me. But my anger at what is – and isn’t – happening to Rangers is based on a general view that football clubs get away with ignoring principles of financial sense and fair play. It isn’t a “traditional” anti-Rangers mentality. I know my own mind on that. Until I returned from the rural West of Ireland, I simply viewed Rangers as an extreme example of financial recklessness in financially-reckless times, and a victim of venture-capitalist Craig Whyte’s venture-capitalism.
However, the conduct of Rangers’ administration, fans’ misplaced sense of injustice over their club’s proven wrongdoings (Celtic were bad – but really…) and the insistence that any Rangers criticism is ranting from the bigoted wing of Celtic’s support has all heightened my outrage. I believe that Rangers abused their EBT scheme to gain an unfair sporting advantage. I believe they have underpaid millions of pounds in tax over a decade – up to and including this February. I believe they failed to declare all the payments they should have declared to football’s authorities. I believe that the administrators have acted in the best interests of Rangers, rather than Rangers’ creditors. And I believe that their full role at Ibrox since December 2010 has far from emerged. And you CERTAINLY don’t have to be a Celtic fan to believe none of that is right.
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