rangers newco - same club

7/30/2019 Rangers Newco - Same Club

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Rangers: Newco The Same Club


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Lord Nimmo Smith Report September 2012

http://www.scotprem.com/content/mediaassets/doc/SPL%20Commission%20reasons%20for%20decision%20of%2012%20September%202012.pdf
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Lord Nimmo Smith i - http://sport.stv.tv/football/clubs/r...ie-on-14-june/

Lord Nimmo Smith refers to newco and oldco throughout his lengthy report on the first stage of thehearing and also states that: "Newco is not and never has been a member of the SPL."

But he adds: "In legal terms, it (a club) appears to us to be no different from any other undertakingwhich is capable of being carried on, bought and sold."

Lord Nimmo Smith ii SPL Dual Contract Tribunal 28th February 2013

It will be recalled that in Article 2 "Club" is defined in terms of "the undertaking of an associationfootball club", and in Rule I1 it is defined in terms of an association football club which is, for the

time being, eligible to participate in the League, and includes the owner and operator of such Club.Taking these definitions together, the SPL and its members have provided, by contract, that a Club isan undertaking which is capable of being owned and operated. While it no doubt depends onindividual circumstances what exactly is comprised in the undertaking of any particular Club, itwould at the least comprise its name, the contracts with its players, its manager and other staff, andits ground, even though these may change from time to time. In common speech a Club is treated asa recognisable entity which is capable of being owned and operated, and which continues inexistence despite its transfer to another owner and operator. In legal terms, it appears to us to be nodifferent from any other undertaking which is capable of being carried on, bought and sold. This isnot to say that a Club has legal personality, separate from and additional to the legal personality of
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its owner and operator. We are satisfied that it does not, and Mr McKenzie did not seek to argueotherwise.

Lord Nimmo Smith iii - It is the club, not the owner, who plays in the league, he said. The rules

clearly contemplate sanctions upon a club, in distinction to upon the owner or operator. That powermust continue to apply, even if the owner at the time of [any] breach of rules has ceased to be amember of the SPL and its undertaking has passed to another owner or operator.

Lord Glennie http://www.scotcourts.gov.uk/opinion...CSOH%2095.html

[1] This is a petition for judicial review by the Rangers Football Club plc, a company presently inadministration. That company presently operates Rangers Football Club (to whom I shall refer as"Rangers"). Rangers are members of the Scottish Football Association ("the SFA"), and are bound by

the Articles of the SFA and by the Judicial Panel Protocol which sets out the disciplinary rules relatingto the conduct of members of the SFA and the conduct of disciplinary proceedings to enforce suchrules

Note: The club was founded in 1872. It became part of a company in 1899 and its corporate identitywas Rangers Football Club PLC. Until then Rangers and most other clubs were simply clubs and didnot have to take on a legal form. The company did not have 140 years of history in any case (2012-1899 = 113 years) the club did.
http://www.scotcourts.gov.uk/opinions/2012CSOH%2095.htmlhttp://www.scotcourts.gov.uk/opinions/2012CSOH%2095.htmlhttp://www.scotcourts.gov.uk/opinions/2012CSOH%2095.htmlhttp://www.scotcourts.gov.uk/opinions/2012CSOH%2095.html


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UEFAs view on clubs going newco

UEFA - http://www.uefa.com/memberassociatio...lub/index.html

Note the same club are receiving national co-efficient points despite not being in Europe. +0.860 forseason 2012/13 This figure will adjust as season progresses and Rangers ranking will fluctuate.

Rangers are the same club but have a different company number.
http://www.uefa.com/memberassociations/uefarankings/club/index.htmlhttp://www.uefa.com/memberassociations/uefarankings/club/index.htmlhttp://www.uefa.com/memberassociations/uefarankings/club/index.htmlhttp://www.uefa.com/memberassociations/uefarankings/club/index.html


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ECA - http://sport.stv.tv/football/clubs/r...nises-history/

"Taking into account that the 'new entity' also acquired the goodwill of the 'old entity', it was held bythe ECA executive board that the goodwill, taking into account legal and practical arguments, alsoincluded the history of the 'old company'.

"Consequently it was concluded that Rangers FC was entitled to associated membership of ECA asconsidered to be a founding member."

Alike at Scottish FA level, this new entity had to re -apply for membership with ECA as according toSwiss law, membership of an association is neither heritable nor transferable (article 70.3 of theSwiss Civil Code).

According to the prerequisites set out in the membership policy, Rangers FC did not meet the

requirements to be granted ordinary membership (top division and European licence).

HMRC - http://www.hmrc.gov.uk/news/rangers.htm

Statement on Rangers Football Club

"A liquidation provides the best opportunity to protect taxpayers, by allowing the potentialinvestigation and pursuit of possible claims against those responsible for the companys financialaffairs in recent years. A CVA would restrict the scope of such action. Moreover the liquidationroute does not prejudice the proposed sale of the club. This sale can take place either through aCVA or a liquidation.

So the sale is not being undermined, it simply takes a different route. Liquidation will enable a sale of the football assets to be made to a new company, thereby ensuring that football will continue atIbrox. It also means that the new company will be free from claims or litigation in a way which wouldnot be achievable with a CVA. Rangers can make a fresh start."

Duff & Phelps i - http://local.stv.tv/glasgow/197765-r...legal-dispute/

As administra tors, our primary function was to keep the business going and effect a sale of the Clubin order that it could continue, while maximizing the return for the creditors. These objectives wereachieved. It will now fall to the liquidators to realise any further potential funds that may go tocreditors. We have worked closely with the liquidators over the last few months to ensure an orderlytransition.
http://sport.stv.tv/football/clubs/rangers/205975-european-clubs-body-downgrades-rangers-status-but-recognises-history/http://sport.stv.tv/football/clubs/rangers/205975-european-clubs-body-downgrades-rangers-status-but-recognises-history/http://sport.stv.tv/football/clubs/rangers/205975-european-clubs-body-downgrades-rangers-status-but-recognises-history/http://www.hmrc.gov.uk/news/rangers.htmhttp://www.hmrc.gov.uk/news/rangers.htmhttp://www.hmrc.gov.uk/news/rangers.htmhttp://local.stv.tv/glasgow/197765-rangers-oldco-in-liquidation-after-administrator-legal-dispute/http://local.stv.tv/glasgow/197765-rangers-oldco-in-liquidation-after-administrator-legal-dispute/http://local.stv.tv/glasgow/197765-rangers-oldco-in-liquidation-after-administrator-legal-dispute/http://local.stv.tv/glasgow/197765-rangers-oldco-in-liquidation-after-administrator-legal-dispute/http://www.hmrc.gov.uk/news/rangers.htmhttp://sport.stv.tv/football/clubs/rangers/205975-european-clubs-body-downgrades-rangers-status-but-recognises-history/


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Duff & Phelps ii - http://www.bbc.co.uk/sport/0/football/18413384 - video 2 mins 30s in

The history of the club will remain with the club. The club moves from Rangers PLC into the newcompany and all of the titles and all of the 140 year history will r emain with the football club.

Malcolm Cohen BDO Liquidator http://www.bbc.co.uk/sport/0/football/18426943

"It's important to understand that the appointment of liquidators will not mean the end of footballat Ibrox - only the end of the company that ran the club"

Neil Patey Ernst & Young

My view is that it is like many other business acquisitions where the assets, people, trade andtrading names are "acquired" by another entity. It is a new legal entity, but essentially the oldbusiness continues. So it is right to say that it is a newco in legal terms, but the "club" is acontinuation of the old one. Then it is up to football authorities if they confer membership and titlesthat "belonged" to oldco, which they obviously appear to have done.

SFA i http://www.scottishfa.co.uk/scottish...3&newsID=10204

How can Rangers be considered for membership when they can't provide four years financialstatements?

"Sevco Scotland Lt d bought Rangers Football Club PLCs share in the SPL and membership of theScottish FA as part of their acquisition of assets. Under Article 14.1, Sevco Scotland are requestingthe transfer of the existing membership of Oldco. This is different to an application for a newmembership, which generally requires four years of financial statements. "

SFA ii -http://www.scottishfa.co.uk/scottish...3&newsID=10252

We have reached agreement on all terms and conditions attached to the transfer of membershipand are able to grant conditional membership, ahead of the formal transfer of the SPL share a weektoday. This will allow the season to kick-off as planned this weekend and I am sure there will bemany who will join me in welcoming the start of the new football season in Scotland."

SPL Chief Neil Doncaster - http://sport.stv.tv/football/clubs/r..._medium=twitte

it is an existing club, even if it is a new company 1 minute into video
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SFL updated 17/5/2013- http://www.scottishfootballleague.com/club/rangers/

Founded: 1872 54 Titles still there plus 1 division 3 title.

Club HonoursLeague Champions: Division I - 1890/91 (shared), 1898/99,1899/1900, 1900/01, 1901/02, 1910/11,1911/12, 1912/13, 1917/18, 1919/20, 1920/21, 1922/23, 1923/24, 1924/25, 1926/27, 1927/28,1928/29, 1929/30, 1930/31, 1932/33, 1933/34, 1934/35, 1936/37, 1938/39, 1946/47, 1948/49,1949/50, 1952/53, 1955/56, 1956/57, 1958/59, 1960/61, 1962/63, 1963/64, 1974/75Premier Division - 1975/76, 1977/78, 1986/87, 1988/89, 1989/90, 1990/91, 1991/92, 1992/93,1993/94, 1994/95, 1995/96,1996/97SPL - 1998/99, 1999/2000, 2002/03, 2004/05, 2008/09, 2009/10, 2010/11Third Division - 2012/13

SFL ii -"To everyone involved in the club and its remarkable and loyal fans Happy 140 yearsAnniversary.

London Stock Exchange - http://www.londonstockexchange.com/e...l?issueId=8816

Rangers International Football Club plc

Description of business:Rangers International Football Club plc following admission will own and operate The RangersFootball Club Limited. Rangers Football Club, based in Scotland, has become one of the world's mostsuccessful clubs, having won 54 League titles, 33 Scottish Cups, 27 League Cups and the EuropeanCup Winners' Cup in 1972. Playing at the 50,987 seater Ibrox Stadium, Scotland, and benefittingfrom the world class 37 acre Murray Park training facility, the club has been a dominant force inScottish football for decades. The club generates revenues from match-day sales, broadcastingrights, retail and merchandising as well as other media rights.
http://www.scottishfootballleague.com/club/rangers/http://www.scottishfootballleague.com/club/rangers/http://www.scottishfootballleague.com/club/rangers/http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/new-and-recent-issues/new-recent-issue-details-description.html?issueId=8816http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/new-and-recent-issues/new-recent-issue-details-description.html?issueId=8816http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/new-and-recent-issues/new-recent-issue-details-description.html?issueId=8816http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/new-and-recent-issues/new-recent-issue-details-description.html?issueId=8816http://www.scottishfootballleague.com/club/rangers/


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Dermott Desmond Celtic Majority Shareholder - 4th October 2012

http://www.dailyrecord.co.uk/sport/f...-wants-1359461

Rangers is a fantastic club with a great history, he said. With the support that t hey have, they willcome back.They will, in not too long a time, be back in the SP L. I have no doubt about that.Theyre needed for Scottish football because of their following and the size of the club and

especially their history.

SFA Statement/Tom English paraphrasing - http://www.scotsman.com/scotland-on-...them-1-2734842

Last August, Michele Centenaro of the ECA contacted the SFA and asked for an appraisal of theRangers situation and whether they could be deemed the same Rangers as before or a new companyunworthy of acknowledgment from the ECA. The SFAs response w as unambiguous. Differentcorporate entity but same Rangers, same history, same honours accrued over 140 years."
http://www.dailyrecord.co.uk/sport/football/football-news/celtic-chief-dermot-desmond-wants-1359461http://www.dailyrecord.co.uk/sport/football/football-news/celtic-chief-dermot-desmond-wants-1359461http://www.scotsman.com/scotland-on-sunday/opinion/comment/tom-english-green-would-rather-create-the-myth-of-rangers-being-persecuted-than-admit-that-the-sfa-backed-them-1-2734842http://www.scotsman.com/scotland-on-sunday/opinion/comment/tom-english-green-would-rather-create-the-myth-of-rangers-being-persecuted-than-admit-that-the-sfa-backed-them-1-2734842http://www.scotsman.com/scotland-on-sunday/opinion/comment/tom-english-green-would-rather-create-the-myth-of-rangers-being-persecuted-than-admit-that-the-sfa-backed-them-1-2734842http://www.scotsman.com/scotland-on-sunday/opinion/comment/tom-english-green-would-rather-create-the-myth-of-rangers-being-persecuted-than-admit-that-the-sfa-backed-them-1-2734842http://www.scotsman.com/scotland-on-sunday/opinion/comment/tom-english-green-would-rather-create-the-myth-of-rangers-being-persecuted-than-admit-that-the-sfa-backed-them-1-2734842http://www.scotsman.com/scotland-on-sunday/opinion/comment/tom-english-green-would-rather-create-the-myth-of-rangers-being-persecuted-than-admit-that-the-sfa-backed-them-1-2734842http://www.dailyrecord.co.uk/sport/football/football-news/celtic-chief-dermot-desmond-wants-1359461

rangers newco - same club

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