NEWSFLASH – RANGERS FC WERE NOT SOLD IN LIQUIDATION !!!!!!!!!!!!!!!!

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I will be hanging up my Twitter boots next week when I reunite with my family after a very long spell of working all over the place. I will pop on in the odd occasion for football posts but there wont be any more Finance, Referee or Sevco posts and I will be locking my account at some point so only Followers will be able to read posts.

It would be remiss of me of course not to leave without a TwitLonger on the events of 2012 and I leave this so that anyone in the future can use at your own behest.

Its LONG and I mean REALLY LONG !!

NEWSFLASH – RANGERS FC WERE NOT SOLD IN LIQUIDATION !!!!!!!!!!!!!!!!

Put away any idea of what you thought happened in 2012 or what people said or what people thought they knew about the situation. Liquidation was the 3rd “option” of 3 facing the administrators and it was NOT the end result.

The fact that Oldco went into liquidation 139 days later is of ZERO consequence as the Business, undertaking (which is RANGERS FOOTBALL CLUB) and assets were sold to Charles Greens Newco on 14th June 2012.

Some fans wont even know this by the way. But it's a LEGAL FACT !

And here’s how it all played out.

Its important we start off by establishing what IS and what ISN'T professional opinion on this issue:

NOT PROFESSIONAL LEGAL OPINION:

Me on Twitter
Celtic fans on Twitter
Anyone on Twitter
Ex players, managers or Directors including Donald Findlay
Ex Celtic players, managers, CEOs or current Owner
Anything you read in the Main Stream Media
Anything on MSM websites like BBC Scotland (especially when their own TRUST say the talk shite)
Any news stories on UEFA or FIFA Twitter or website
Phil 4 names, Auldheid, Clusterone2, John James
Miller H Samuel of Glasgow
Any organisation, professional or not, that didn’t have all the facts in front of them or were part of it

WHAT CAN BE TREATED as PROFESSIONAL or LEGAL OPINION

Duff and Phelps
BDO
Neil Doncaster (yeah I know he’s a donkey but at end of day, he is qualified in the matter)
SPL
SPFL
SFA
Bridge Litigation of Glasgow
TUPE Employment Tribunal
Lord Bannatyne, Lord Tyre, Lord Underhill, Lord Nimmo Smith, Lord Phillips, Lady Stacey, Lady Dorrian, Lord Hodge, Lord Baker. (FOUR HUNDRED AND TEN YEARS OF LAW EXPERIENCE BETWEEN THEM)
Prospectus approved by FSA (now FCA)

So lets start on the 14th February when The Rangers Football Club plc enters administration and Duff and Phelps are appointed as administrators.

In order to achieve a successful result, administrators in the main, start out with 3 objectives which are ranked in a hierarchical order.

These objectives can be found on Companies House in a Legally lodged document issued to the Creditors of Oldco. 6.1 to 6.6

https://find-and-update.company-information.service.gov.uk/company/SC004276/filing-history

"17 Apr 2012 – Statement of Administrators proposal"

https://postimg.cc/67wkdhxv

1) Rescuing the Company as a going concern = (Sale of the Company or successful CVA)

2) Achieving a better result for the Company’s creditors as a whole than would be likely if the Company were wound up without first being in Administration = (a going concern sale of the business and assets of the Company. The business continues, subject to approval by the relevant football authorities, under a different company registration number)

3) Realising property in order to make a distribution to one or more secured or preferential creditors = (no CVA, no sale of the business, assets sold off whilst in liquidation)

The administrators first priority is to try and obtain a CVA which means everything simply carries on as is. The Company stays the same, the business stays the same, the creditors get some money but ultimately a HUGE amount of debt is written off and creditors in general are stiffed of money. As it stood, Creditors would have ended up with £5.5 million after a predicted £3m costs coming out of the original £8.5m offer. (£5.5m is important in the grand scheme of things here)

Its really important to acknowledge at this point, this is morally wrong. Its terrible we found ourselves in this position. Its an embarrassment and a stain on our club. But it happened.

It was becoming apparent that HMRC were not going to accept a CVA and this then triggered a serious of events, some of which are straightforward, others though were questionable at the very least.

The first sign that stuff wasn’t right was an article in the Scotsman where Neil Doncaster spoke out about how a CVA or NON CVA would affect Rangers as a club. There is a perception out there from CFC fans that this whole “same club” thing only started after the SPL vote in July and once the 5 Way Agreement was getting pulled out of nowhere but Doncaster was setting the scene 4 weeks prior to a CVA vote on the 18th May.

https://www.scotsman.com/sport/football/rangers/latest-rangers-news/rangers-takeover-doncaster-reveals-newco-could-escape-spl-exit-1627193

For once, Doncaster, a qualified solicitor, actual spoke some sense.

“The FOOTBALL CLUB WILL CONTINUE to be there, it’s only the corporate entity that changes. The matter for debate is on which basis the club’s football share is transferred to that new entity. Whenever I speak to people about the distinction between a CVA and a newco what I keep being told is that it’s simply wrong that any club should be able to create a newco and shed debt. As if a CVA doesn’t lead to the shedding of debt.

Administration is the protection the court gives you when you can’t pay your debts. There are two ways out of that; one is a newco, one is a CVA. Of the six administrations which have happened down south in recent years two went with a CVA and a newco, Palace and Plymouth, and there were four where there was no CVA and a newco.

The distinction between the two is relatively fine. To draw such a huge distinction is just wrong. When Livingston were relegated to Division Three did they cease to exist and start again? Of course they didn’t. Leeds are the same. Every single club which has had an insolvency event has either continued as a football club or has ceased to exist. I’m not aware of any club which sort of started again. Of course it’s not okay to waive £90 million of debt, of course it’s not. But it happens. In football as in business.”

In the background, the SPL members had voted to hold a Special General Meeting in which they wanted to change the rules of the SPL.

Rules as at 18th May 2012 can be found here:

https://find-and-update.company-information.service.gov.uk/company/SC175364/filing-history?page=6

"09 Aug 2010 Resolutions – Resolution of adoption of Articles of Association"

On the 18th May 2012, the rules of the SPL stated at Paragraph 6:

“A Share may only be issued, allotted, transferred to or held by a person who is the owner and operator of a Club and if a Member shall cease to be the owner and operator of a Club then such Member shall cease to be entitled to hold a Share.”

NOTE – The member of the SPL isn’t “the Club” it’s the OWNER AND OPERATOR of the CLUB which in this instance was The Rangers Football Club plc (The Company) There is no alternative interpretation of this. The Company owns and operates the Club. The Company is NOT the club.

The rules then confirmed that unless the membership transfer was due to promotion to the SPL that “THE BOARD” needed to approve that transfer. This is shown at Paragraph 11:

“Except where such transfer is occasioned by the promotion of an association football club from and relegation of a Club to the SFL the consent of the Board shall be required before the transfer of any Share shall be registered.”

So in short, had this all happened under these rules, and Newco became the new owner and operator of Rangers FC, then the decision to transfer the membership was solely down to the SPL Board with Ralph Topping and Neil Doncaster both completely on the same page in that it was going to clearly harm the SPL if Rangers weren’t playing in it next season.

In other words, under the rules of 18th May 2012, there would have been no vote for the other clubs, the membership would have been transferred to Newco, Rangers would have played in the SPL in 2012/13.

BUT…………….

The Special EGM was held and the rules were changed on the 31st May, just 15 days before the Rangers CVA vote.

The new rules can be read here:

https://find-and-update.company-information.service.gov.uk/company/SC175364/filing-history?page=5

"06 Jun 2012 Resolutions – Resolution of alteration of Articles of Association"

“Except where the transfer of a Share is occasioned by the promotion of an association football club from and relegation of a Club to the SFL, the approval of the Members in General Meeting shall be required before the transfer of any Share shall be registered and the Members may, in their absolute discretion, refuse to approve the registration of the transfer of any such Share.”

So NOW, instead of Topping and Doncaster leading the decision, it now meant that 8 of the 12 Owner and Operators of the current members, including The Rangers Football Club plc under the charge of the administrators, had to vote on the transfer of membership. And we all know what happened there.

A few things to point out at this juncture.

Although in my opinion the right decision was ultimately reached, as I genuinely believe we deserved punishment for what happened, this was a total carve up. This rule was changed 15 days before the CVA vote but perhaps MORE crucially, it was changed BACK again to the Board on 16th July 2013. So a rule was changed for a period of 13 months in order to EXCLUDE Rangers from playing in the SPL.

Aside to the above there’s 2 other things to note. The vote that took place was to decide IF the SPL clubs would allow the transfer of the share from ONE OWNER and operator of Rangers FC to a NEW OWNER and operator of Rangers FC. There was no rule available for a “NEW CLUB” to apply for a transfer of membership. I cant create a completely new club tomorrow called SEVCO then go and ask the SPL (now SPFL) if I can take Rangers membership next season.

Secondly, the reason The Rangers Football Club plc through the administrators were able to vote in this transfer issue was that until the member ceased to be a member, they still legally hold the share and were therefore entitled to vote.

Paul McConville, a Celtic, Albion Rovers fan and solicitor, wrote a piece outlining this process. Theres no real reason to read it unless you cant understand the above. So basically any Celtic fan reading it will want to.

https://scotslawthoughts.wordpress.com/2012/06/18/why-rangers-can-vote-on-4th-july-and-how-the-spl-and-rangers-are-in-error/

Aside from Doncaster, in the run up to the CVA, the BBC attempted a hatchet job on Rangers and conducted an interview with Paul Clark of Duff and Phelps in his office at Ibrox.

https://streamable.com/kmsvmi

In this interview, the Qualified Insolvency Practitioner confirmed the following.

“Once we are finished our work as administrators, we will then get released from that position, the company will then be passed into liquidation but just to stress THE CLUB will already have been sold and moved out of the Company by then. Then BDO will be appointed as liquidators at some later date, that will be some weeks ahead. The history of the club will remain with the club, so the club moves from Rangers plc into the new company and all of the titles and all of the 140 year history will remain with the football club and that was very important part of the two stage process that we set up with Charles all those weeks ago to make sure the club itself will remain”

In addition to the above, a second qualified Insolvency Practitioner, Malcolm Cohen of BDO, also made the following statement on the 14th June immediately after the CVA was voted on.

“It's important to understand that the appointment of liquidators will not mean the end of football at Ibrox - only the end of the company that ran the club”

This can be found here:

https://www.glasgowtimes.co.uk/news/13234814.let-fans-have-a-say-in-rangers-future/

14th June 2012 – The Key Date

This was the day the CVA was rejected which means Duff and Phelps could not achieve their first objective of selling the COMPANY as a going concern so they had to turn to Objective 2 which was “a going concern sale of the business and assets of the Company. The business continues, subject to approval by the relevant football authorities, under a different company registration number”

THIS HAPPENED

The Business was NOT SOLD IN LIQUIDATION. I again repeat from the opening paragraphs, no matter what unqualified opinion you read anywhere on this issue from anyone, including many Rangers fans who probably still think it was, it WASN’T. The oldco was not placed into Liquidation until 31st October 2012 which was 4.5 months AFTER a going concern sale of the business and assets were completed with Newco.

There are loadS of sources for this and im going to list each and every single one, qualifying what was said.

You can read all about the going concern sale here in the Administrators report lodged on Companies House which was later signed off by Lord Hodge.

https://find-and-update.company-information.service.gov.uk/company/SC004276/filing-history

28 Aug – Administrators Progress Report

https://postimg.cc/9R93F28Q

4.5 The Joint Administrators initially pursued the objective of a rescue of the Company as a going concern through the proposal of a CVA. In the days leading up to the CVA meetings on 14
June 2012, HMRC confirmed that, having had the opportunity to consider the CVA Proposal,
its vote to be cast on the day of the meetings would be to reject the CVA Proposal for reasons
previously reported.

4.6 As part of a wider agreement with the Joint Administrators which was finalised prior to the
CVA meetings, Newco was OBLIGED TO PURCHASE THE BUSINESS, history and certain assets of the Company should the CVA fail. Accordingly a GOING CONCERN SALE TO NEWCO completed shortly after the meetings, which has resulted in the Joint Administrators achieving the second objective identified on the previous page, as a better result for creditors has been achieved than if the Company had been wound up without having first being in Administration.

5.2 Following the sale of the business and assets of the Company on 14 June 2012, the responsibility for maintaining all trading operations passed to Newco which CONTINUES to OPERATE Rangers Football Club.

But this isn’t the only confirmation of the Business/Football Club passing to Newco. Here’s a whole lot more on that front.

Lets start with Lord Bannatyne in Albert Ian Kinloch against Coral Racing Limited

https://www.scotcourts.gov.uk/search-judgments/judgment?id=c72b2da7-8980-69d2-b500-ff0000d74aa7

The background of this case is that Mr Kinloch, knowing Rangers were in financial trouble, placed a bet on them being relegated, taking the view point if the financial difficulties resulted in severe punishment then he might be able to take advantage of excellent odds.

Mr Kinlochs legal team argued that Rangers didn’t play in the SPL in 12/13 and that as they played in a lower division that year, then that means they were relegated.

Coral argued relegation was finishing bottom of the league and stepping down one league as the champions of that league are promoted in your place.

Before I come onto the statement made by Lord Bannatyne, lets clarify something really important here. This case went through normal pre court hearings, full court hearings, days of evidence then a written judgement by Lord Bannatyne.

If Rangers died on the 14th June and the team that played in the 3rd division the following was a brand new team with no connection to Rangers then this case wouldn’t have reached court in the first place. Coral Racing Limited would simply have ARGUED that Rangers FC were dead and therefore COULD NOT have been relegated to the 3rd division. The case would have been dismissed immediately by Lord Bannatyne.

But that didn’t happen because, well, Rangers didn’t die. And Lord Bannatyne confirmed this in his LEGAL OPINION.

[7] An association football club bearing the name "Rangers Football Club" was founded in 1872. Until 2000 Rangers Football Club was owned by the Rangers Football Club Ltd and thereafter by Rangers Football Club Plc. A team with the name "Rangers" has played in various different football leagues, football cup competitions and football championships.

[8] The company operating the football team which played in the SPL under the name "Rangers Football Club" in the 2011/2012 season was The Rangers Football Club Plc.

[14] The administrators of The Rangers Football Club Pic sold substantially the whole of the business and undertaking of that company, including that aspect of the business which consisted of the operation of the football team named "Rangers", to SEVCO Scotland Limited on 14 June 2012. SEVCO Scotland Limited subsequently changed its name to the Rangers Football Club Limited.

[21] The Rangers Football Club Pic ceased to be the owner and operator of a football team in consequence of the sale to SEVCO Scotland Limited by its administrators on 14 June 2012 of substantially the whole of its business and undertaking, including Rangers Football Club.

[22] In respect of the 2012/2013 season, Rangers Football Club played in the third division of the SFL.

Nest up is 3 English Lords. Lord Justice Underhill, Lord Justice Baker and Lord Justice Phillips in the case of SDI RETAIL SERVICES LTD and The Rangers Football Club Ltd also in legal conclusion confirmed:

“Rangers operates Glasgow Rangers Football Club (“the Club”), having acquired its business and assets on 14 June 2012 from the interim liquidators of the previous corporate owner”

This is fully consistent with Lord Bannatyne and can be read here.

https://www.judiciary.uk/wp-content/uploads/2021/05/SDI-v-Rangers-judgment.pdf

Then we have Lord Nimmo Smith who stated in his findings, not in law, but in a tribunal case.

“On 14 June 2012 a newly incorporated company, Sevco Scotland Limited, purchased substantially all the business and assets of Oldco, including Rangers FC”

Although this was not a legal opinion in findings at the time, it later became so when used by Lady Dorrian in the case of CHARLES ALEXANDER GREEN v Rangers International Football Club

https://www.scotcourts.gov.uk/search-judgments/judgment?id=6eaf36a7-8980-69d2-b500-ff0000d74aa7

Also in this case, Lady Dorrian confirmed the issue of separation in relation to the SPL and SFA by finding in her legal opinion the following:

“[24] It is not the club but its owner, currently the Rangers Football Club Limited, which is a member of the Scottish Football Association (SFA). It is not the club but its owner which transacts the undertaking or business which is the club, and which is able to employ staff and enter into contracts. Despite the occasional loose use of the term as applied to the club, it is not the club which has a chief executive, but the owner of the club. The description of the pursuer as chief executive of “the club”, and the comments on the club website, are all part of the preservation of “the club” in the sense discussed, however it can only operate through its owner and operator.”

During this trial, which Charles Green and Alan Dewar QC lost, Mr Dewar made an often used statement that is used by Sevcoholics when he stated in court:

"The Rangers football club does not exist, it is an idea in people’s minds, a myth of continu-ity. No-one knows what the Rangers football club is, but it has no legal personality. Uou can only be the chairman of an entity that has a legal personality. Sevco Scotland, and it alone, bought the assets and carried on the business. The concept of the Rangers Institution continuing exists only in the minds of die hard supporters."

Grant Russell, then of STV reporting team was at the trial and reported that it drew laughter from the judges and Rangers side. Again, as a reminder, Charles Green and Dewar LOST the case.

https://postimg.cc/ctWGdKQQ

I will return to Lord Nimmo Smith later, but just to point out these two opinions are again fully consistent with the previous 4 Law Lords.

Now onto Lady Stacey. This appears to be another point of controversy but lets start with the easy part. In an employment tribunal case, she stated the following.

https://employmentcasesupdate.co.uk/content/the-rangers-football-club-ltd-formerly-sevco-scotland-ltd-v-professional-footballers-association-scotland-anor-ukeats-0038-13-sm.150476e228214fcf8fc74594554ae89c.htm

“The claim arises from the sale of Rangers Football Club by the second respondent to the first respondent in June 2012, According to the claimant, and by concession of both respondents, that WAS a relevant transfer within the TUPE regulations. “

Again, completely consistent with every LORD AND LADY opinion from various cases.

This was a case about TUPE. TUPE is the Transfer of Undertakings (Protection of Employment) which protects employees when a business is taken over by a New Company.
TUPE is a legal requirement on the New Company who by law have to offer every single employee 2 options.

1) To CONTINUE in the same employment, with the same contract, same hours, same sickness, same annual leave, same pension rights and a continuous length of service.

OR

2) To resign with immediate effect with no requirement to work notice and no legal redress for the new company against potential move to competitors etc. It also means the employee gives up their own legal rights of notice period and payments which would otherwise normally be due when leaving.

If you read all social media commentary from the Celtic side up to 2016/17, they all use TUPE as a sign that it wasn’t the same Rangers. “Why did they need to TUPE if it’s the same club?” etc etc. A twitter search is a gold mine of information on it. Heres one of the best though.

https://postimg.cc/9RbYfMS6

In this one, Phil 4 names is using the fact the players TUPE across to justify the fact Wallace couldn’t pay players off as their contracts were not in fact 18 months old but a lot longer due to TUPE.

This was the view for years and here is another 2 articles where he refers to Rangers employees objecting to TUPE.

https://philmacgiollabhain.ie/2012/07/27/pfa-to-seek-cash-award-for-ex-rangers-players-from-sevco/

https://philmacgiollabhain.ie/2016/03/18/sevco-does-walking-away-on-tupe/

Then, I came along and revealed that TUPE cannot apply in Liquidation. When a company is in liquidation, TUPE simply does not apply. Which is a really important aspect, hence me spending a lot of words on this specific issue.

https://postimg.cc/Cd6DVgyq

https://postimg.cc/DWF4cfGt

And of course, Phil changes his tune as does every Sevco Finance Expert and all of a sudden there was no TUPE. TUPE never happened. It couldn’t have happened. He says. How stupid of someone to suggest it happened when it was clear there was a liquidation.

Daft @rse been telling his readers for years it did then hoping they forgot all about it goes straight into reverse mode.

https://philmacgiollabhain.ie/2022/06/14/ten-years-of-feeding-a-succulent-lie-is-not-journalism/
https://postimg.cc/fk3nBcMh

Lets be clear on this. On the 14th June EVERY employee of Rangers oldco was subject to a TUPE transfer to Newco. This is firstly confirmed by the Administrators report to the Courts at the end of the administration period which can be read here:

https://find-and-update.company-information.service.gov.uk/company/SC004276/filing-history

"28 Aug – Administrators Progress Report"


“TUPE transfer of the Playing Staff

6.6 As has also been widely published, certain of the Company’s Playing Staff have objected to the transfer of their employment contracts to the Purchaser. The Company’s position is that
these employees were transferred to the Purchaser under the provisions of TUPE and in
addition the Company’s interest in their playing registrations with the SFA was also sold to the
Purchaser.

6.7 The objection by these employees with regard to their employment transfer is a matter for the Purchaser to deal with under the provisions of TUPE. Naturally, TUPE does not cover the
position of the SFA player registration and therefore this is a separate matter for the
Purchaser to discuss with the Football Authorities.”

The second confirmation of TUPE appeared on the Rangers International Football Club Share Prospectus which can be read here:

https://scotslawthoughts.files.wordpress.com/2012/12/rifc-prospectus.pdf

Important to note this Prospectus was approved by the FSA under part VI of the FSMA

11.3 Certain players of RFC 2012 pic (Alan McGregor, Kyle Lafferty, Rhys McCabe, Sone Aluko,
Steven Davis, John Fleck, Steven Naismith, Steven Whittaker and Jamie Ness) purported to object to the transfer of their contracts of employment to RFCL pursuant to TUPE. RFCL maintains that these purported objections were incompetent and that the players instead unilaterally terminated their contracts of employment in an unlawful manner. Arbitration proceedings under Article 99 of the Articles of Association of the SFA were commenced on 5 July 2012 in the name of RFC 2012 pic. Any damages due would be payable to RFCL. RFCL was not a member of the SFA at that time and therefore the reference had to be made by RFC 2012 pic. RFC 2012 pic accepts that it has no financial interest in the outcome.

The players mentioned in the main were represented by Bridge Litigation who also confirmed the objections were raised through practice partner Margaret Gribben.

https://postimg.cc/NKLKPCZK

"Allan McGregor, Steven Davis, Jamie Ness and Kyle Lafferty have instructed PFA lawyers' Bridge Litigation UK to object to their transfer to the Rangers' newco. Bridge Litigation UK has confirmed that letters of objection have been sent to the club along with requests to the SFA to release the players' registrations.

Bridge Litigation UK have shared with the players the contents of legal guidance issued by the SFA last week on the issue of TUPE and player registration and which they state supports their legal view that an objection under TUPE amounts to a lawful termination of contract giving the club no entitlement to a claim for compensation."

If there was no TUPE, there wouldn’t need to be Objections.

If Rangers FC were actually sold in liquidation on 14th June or even were in liquidation on 14th June, then TUPE does not apply. Every single employee would have been without contract and free to do what they wanted. There would be no need for Bridge Litigation to Object on their behalf. In fact, Bridge Litigation would be acting fraudulently if they took on this case if there was no TUPE.

There was a TUPE though.

There was an article on the issue created by Miller Samuel on the 14th June which they wrote without knowing the facts of the case. You can read this article here:

https://www.ilntoday.com/2012/06/how-scottish-football-made-tupe-exciting/

You used to be able to read the article here: (see the title name in the link)

https://www.mshblegal.com//Blog/Entry/employment-law/how-scottish-football-made-tupe-exciting.html

After contact with the firm and the realisation that the article was not correct due to not knowing the actual circumstances and wrongly assuming there was a liquidation, Miller Samuel removed the offending article on the 11th August this year.

So to summarise – Liquidation means NO TUPE could take place. TUPE means Rangers FC were not bought/sold in liquidation but bought from administration on a Going Concern basis as per the Legal documents lodged in Companies House and signed off as legal and accurate by Lord Hodge.

I think that’s TUPE done to death you will be glad to know so I now want to return to Lord Nimmo Smith.

In LNS findings, which were NOT in law incidentally, but should still be considered given that RT HON LORD NIMMO SMITH (Former Senator of College of Justice, nominated by the Prime Minister of the United Kingdom) has over 40 years experience practicing law.
LNS was asked to look at the following:

https://studylib.net/doc/7643265/commission-reasons-for-decision-of-12-september-2012

“Paragraphs 2 and 6 of the list of preliminary issues advance essentially the same argument, which is that on 14 June 2012, when the business and assets of Oldco were purchased and transferred to Newco, Rangers FC ceased to be a Club as defined in the Rules, and is accordingly not subject to the jurisdiction of the SPL, and thus of this Commission, in relation to any breach or breaches of the Rules committed in the period prior to that date. “

The emphasis on “ceased to be a club” of course is one often raised by Celtic fans however there are 2 things you need to consider here. 1) The above paragraph isn’t LNS words. Its simply him setting out what was stated in the issue list he was asked to adjudicate on and 2) The words “ceased to be a club as defined by the rules” refer to ceasing to be a club in the SPL. Essentially they were debating the date in which the membership ended.

LNS offered his opinion on the entire proceeding by stating:

“While it no doubt depends on individual circumstances what exactly is comprised in the undertaking of any particular Club, it would at the least comprise its name, the contracts with its players, its manager and other staff, and its ground, even though these may change from time to time. In common speech a Club is treated as a recognisable entity which is capable of being owned and operated, and which continues in existence despite its transfer to another owner and operator.”

“While there can be no question of subjecting the new owner and operator to sanctions, there are sanctions which could be imposed in terms of the Rules which are capable of affecting the Club as a continuing entity (even though not an entity with legal personality), and which thus might affect the interest of the new owner and operator in it.”

“On 14 June 2012 a newly incorporated company, Sevco Scotland Limited, purchased substantially all the business and assets of Oldco , INCLUDING RANGERS FC, by entering into an asset sale and purchase agreement with the joint administrators.”

This once again is completely in line with Duff and Phelps, BDO and all the other Lords and Ladies mentioned above……with FOUR HUNDRED AND TEN YEARS LAW EXPERIENCE BETWEEN THEM ALL.

Lets turn to the one that gets thrown at us all the time which is that the Club is the company and they are the one and same. When the company dies, the club dies. Ive already shown above that SPL prior to the issue clearly showed them as separate as their rules were clear that the member of the SPL was the OWNER AND OPERATOR (Company) of the Club. If Club and Company were synonymous, then the SPL rules wouldn’t make sense as the “Club” would be be the owner and operator of the “Club” Its just a ridiculous position to hold.

So what really is a Club? Well this often asked question is CLEARLY dealt with in NUMEROUS cases both by FIFA Dispute Resolution Chamber and the Court of Arbitration of Sport. These are the 2 TOP legal authorities in Football. They are the finders of truth.

Lets look at 2 cases that sat before both organisations.

The most incredible aspect of both these cases is that the Club was taken to “court” and they actually tried to claim they were NOT the same club. They, unlike Rangers, were asking FIFA DRC and CAS to confirm they were a NEW club so as to avoid paying football debts.

BOTH FAILED. ITS GLORIOUS.

https://digitalhub.fifa.com/m/7efe704b15aeb5da/original/wr4fmwzlcodfok2g2md4-pdf.pdf

In this first case, a player, Oriol Lozano Farran took Aris FC (AST) to the football courts for an unpaid termination agreement he had with PAE O Aris Thessaloniki (PAE) who actually ended up in liquidation.

In its findings both FIFA DRC and CAS concluded that:

“A club is a sporting entity identifiable by itself that, as a general rule, transcends the legal entities which operate it. Thus, the obligations acquired by any of the entities in charge of its administration in relation with its activity must be respected; and on the other side, that the identity of a club is constituted by elements such as its name, colours, fans, history, sporting achievements, shield, trophies, stadium, roster of players, historic figures, etc. that allow it to distinguish from all the other clubs. Hence, the prevalence of the continuity and permanence in time of the sporting institution in front of the entity that manages it has been recognised, even when dealing with the change of management companies completely different from themselves”

They went on to note:

14. Having said this, the members of the Chamber focused their attention on the following facts:

a. Both, PAE and AST competed in the Greek league under the name of “Aris FC” or “Aris Thessaloniki”;
b. The logo of PAE and AST are almost identical;
c. Both clubs held their local matches in the same stadium;
d. Both clubs have their registered office at the same address;
e. The colours of the clubs are the same;
f. Both clubs share the same history. In particular, according to AST’s website, the club was established in 25 March 1914 and won three Championship titles (1928, 1932 and 1946).

15. On account of all the above, the DRC reached the following conclusions:

a. There are sufficient elements to establish that AST has been the “SAME CLUB” as PAE throughout its history, despite the alleged change of owners, board of directors etc.;
b. Moreover, by using the same name (“Aris FC”), logo, stadium and, in particular, the history, it is evident that the new club had the intention to maintain the identity and image of PAE in order to be considered the SAME CLUB.

So Aris FC tried to claim they were a New Club because PAE ended up in liquidation. FIFA DRC and CAS said no chance, you are the SAME CLUB.

Next case is below:

https://jurisprudence.tas-cas.org/Shared%20Documents/4550,%204576.pdf

In this next case, roughly same circumstances in that Ujpest FC owed for an employment contract to another team La Equidad. Ujpest FC went into liquidation and Ujpest 1885 assumed the position.

In the document in order to make it easier reading, CAS use defined terms and refer to Ujpest FC as “old club” and Ujpest 1885 as “new club”.

Again it was set out what FIFA DRC and CAS see as a club.

7. A club is a sporting entity identifiable by itself that, as a general rule, transcends the legal entities which operate it. Thus, the obligations acquired by any of the entities in charge of the club’s administration in relation with its activity must be respected. The identity of a club is constituted by elements such as its name, colours, fans, history, sporting achievements, shield, trophies, stadium, roster of players, historic figures, etc. that allow it to distinguish from all the other clubs. Hence, the prevalence of the continuity and permanence in time of the sporting institution in front of the entity that manages it has been recognised, even when dealing with the change of management companies completely different from themselves.

138. Furthermore, with regard to the application of the above-mentioned CAS jurisprudence on the matter, the Panel notes that:

a. Both clubs, Újpest FC, and the new club, Újpest 1885 Kft., competed in the first division of the Hungarian championship under the name “Újpest FC”;
b. The logo and colours of “Újpest FC” remain identical;
c. Both the old club and the new club are registered at the same address;
d. Both the old club and the new club have the same managing director.

139. The Panel therefore agrees with the FIFA DRC, that Újpest 1885 and Újpest FC shall be considered as the SAME FOOTBALL CLUB, irrespective of any change of management or LEGAL ENTITY which OPERATES THE CLUB.

Another case where someone tries to claim they are a new club, but FIFA and CAS tell them to bolt. 2 x Liquidations (NOT WHAT RANGERS WENT THROUGH). 2 x claims of NEW CLUBS. 2 x FIFA AND CAS saying BOLT !

Of course, the sevcoholics will say “why do they say new and old club in that document” but of course they will never understand that “definitions” are not “legal conclusions” they are simply used to make the document easier to read and the most important sentence is:

“Újpest 1885 and Újpest FC shall be considered as the SAME FOOTBALL CLUB, irrespective of any change of management or LEGAL ENTITY which OPERATES THE CLUB.”

But its not just FIFA who see clubs as the same. UEFA do to.

Im going to be fair here and say if there is a single piece of hope or evidence they can all hang a thread on it is the Traverso letter. Many of my fellow fans feel the Traverso letter was fake. I don’t buy that. I believe its real. In fact I would go one stage further and say ive had “semi confirmation” its real.

https://postimg.cc/ThSWNL4D

The issue is……It still doesn’t say what they think it says.

“To sum up, as a consequence of decisions taken in 2012 as well as the administration and the events/measures that followed (including the new club/company being ineligible to apply for a licence to participate in UEFA competitions for three seasons) there is clearly no need for UEFA to investigate this matter any further since the club was not granted a licence to participate in the 2013/14 UEFA Club competitions, the new club/company entered* the fourth tier of Scottish football and it was not able to play in UEFA competitions for the next three years in any event.”

Right lets deal with the elephant in the room here. If UEFA and Traverso truly saw Rangers as a brand new club, why put club/company in that reply. There is just no need for it. In fact, if UEFA actually believe Club and Company are the one and same, again, why put Club/Company in the letter. They would just have said Club.

In common language “/” means “OR” and was very deliberately placed in that letter to the Celtic shareholders.

I also want to put to bed the notion of the three year accounts meaning a new club. It’s a complete load of nonsense.

Here is a paragraph taken from CAS ruling in relation to FC Timişoara trying to get round the “THREE YEAR RULE” of which I will emphasise in BLOCK letters the important parts.

https://www.uefa.com/insideuefa/news/01f3-0ea28df45676-0649ff655843-1000--cas-upholds-three-year-rule-decision-on-timisoara/

“The Court of Arbitration for Sport (CAS) has dismissed an appeal by Romanian club FC Timişoara against a UEFA decision regarding the three-year rule, which is an important feature of the UEFA Club Licensing and Financial Fair Play Regulations.

Pursuant to this rule, clubs ARE NOT allowed to change their LEGAL FORM OR STRUCTURE in order to obtain a licence, simply by 'cleaning up' their balance sheet while offloading debts onto a new entity that might potentially go bankrupt – thus HARMING CREDITORS (including employees and social/tax authorities) as well as threatening the integrity of sporting competition.
Any such ALTERATION OF A CLUB’s LEGAL FORM OR STRUCTURE is deemed to be an “INTERRUPTION” to its membership of a UEFA member association and consequently three years must pass before a club can apply AGAIN for a UEFA licence. In other words, the three-year rule is designed basically to avoid circumvention of the club licensing system.”

The above paragraph should be read in conjunction with UEFA Club Licensing rules Article 12

“The membership and the contractual relationship (if any) must have lasted – at the start of the licence season – for at least three consecutive years. ANY ALTERATION TO THE CLUB’S LEGAL FORM or company structure (including, for example, changing its headquarters, name or club colours, or transferring stakeholdings between different clubs) during this period in order to facilitate its qualification on sporting merit and/or its receipt of a licence to the detriment of the integrity of a competition is deemed as an INTERRUPTION of membership or contractual relationship (if any) within the meaning of this provision.”

2 very important parts to this. Its an “INTERRUPTION”. Once the 3 years is up they can “APPLY AGAIN”. Interruption does not imply it’s a brand new club with no previous connection.

An interruption is a break. A temporary halt. How can a club that’s never been a member before have an INTERRUPTION in its supposed first 3 years of its status? How can a club that’s never applied before “APPLY AGAIN”.

None of the above of course deals or confirms Same Club.

BUT the 10 year rankings clearly DO !!!!!

https://postimg.cc/n9crCZrB

The 10 year rankings to anyone who read my recent posts on CL and EL revenue are rankings used to pay out some huge sums of money to teams who rank higher. In the CL each rank is worth £1m.

You will see from above that Rangers had coefficient points for seasons 2011/12 as well as a point for winning the ECWC in 1972.

This was questioned by the serial hater tarred with a sectarian brush in this article here.

https://philmacgiollabhain.ie/2021/02/15/the-lie-of-55/

He lied when he stated he questioned the calculation:

“That led your humble correspondent to ask UEFA for clarification in 2018 since the purpose of that Ten Year table appears to have been overlooked by those seizing on a meaning they desperately wanted to find in it. I therefore put the following questions to UEFA Media Department regarding the status of The Rangers Football Club within UEFA competitions:

UEFA restricted their reply to saying:

“ With regards to the coefficient calculation (and club statistics shown on UEFA’s website), the club is treated as the sporting continuation as per the principles set by the UEFA Club Competitions Committee (e.g. the current/new club is registered in the same city as the club before; playing in the same stadium as the club before; the name of the current/new club is in main parts the same name as the club name before; the current/new club is playing with the same shirt colours as the club before)."

The above is an outright lie. This was never sent by UEFA to anyone. Its 100% fake bullshit. Firstly, imagine Phil had received a reply from UEFA 3 years ago with this info on it and he sat on it for 3 years. PMSL…. Right ye are 4 names.

But I can prove its bullshit.

On the 5th July 2019 the guy who ran Fans Without Scarves tweeted that he received the EXACT word for word email from UEFA. At this point in time, he was claiming to be a neutral.

Here is that tweet.

https://postimg.cc/4KcKs6HX

5 months later whilst debating something else, he forgot that he had told me he got an email from UEFA and later stated he “ASKED” UEFA and when I called him out on his lies his timeline went from:

He emailed UEFA and they replied

He asked UEFA and they told him and he wrote down what the guy said to him

Then a day later, it wasn’t him that asked “the guy” it was another guy who asked UEFA

Here is the total bull shit in one place.

https://postimg.cc/FdgVs5kF

So we now have FANS WITHOUT SCARVES claiming it was him that UEFA emailed, then not email but told him and he wrote it down, then it was his mate they told and now Phil claims it was him UEFA emailed.

All of it is a load of shit and Ive caught them all in a lie.

A few other snippets to set out. Even although I clarify above that ex Directors shouldn’t be listened to, one of the main “arguments thrown” over the fence is Donald Findlays statement in the Daily Mail:

https://www.dailymail.co.uk/sport/football/article-2816759/Donald-Findlay-says-Rangers-new-entity-establish-s-history-tradition.html

They always quote this part of the article:

“It is a different club. They may play at Ibrox and they may play sometimes in royal blue jerseys. But you cannot pass on that which is undefinable. And that is spirit and tradition and all the rest of it. To me this is a new Rangers which has to establish its own history and tradition. But it's not the Rangers I know. To me, genuinely, it is a new entity.”

On the face of it Donald Findlay is an arse. Actually, scrap that, not on the face of it at all, Findlay is an arse of the highest order. His defence of Whyte should have had him banned from ever setting foot in the door again. But I digress.

They always leave another part of the article out:

“I know Alistair McCoist and Durranty. But I don't actually know who is involved there any more.

Rangers coming is a big occasion for the club and the town of course. The LAST TIME THE PLAYED Cowdenbeath in a league game was APRIL 1971. The game was originally scheduled to have been played on January 9 – but was postponed because it was the Saturday after the Ibrox disaster.”

So it’s a different club yet the new club set up in 2012 somehow played Cowdenbeath in April 1971. LOL.

5 years later he had this to say about Rangers:

https://www.sundaypost.com/fp/donald-findlay-qc-gives-his-verdict-on-steven-gerrard-and-the-juryis-very-much-still-outthere-is-no-manager-anywhere-out-there-not-even-guardiola-who-is-bigger/

“When Rangers is in your blood, it is always in your blood. It is going to be a big, big day for the club. Any Premier League team coming here to play is good for the club. Especially Rangers or Celtic, because they are the two big teams.

And Rangers are now getting BACK to being the RANGERS OF OLD.

They are not there by any stretch of the imagination – but they are getting there.”

So which version do we believe ? The one where he contradicts himself in the same interview or the one where he is clear as day. Rangers his still in his blood apparently. Still a disgusting tube though.

So that in a nutshell is the story set out.

UEFA see Rangers as the same club, just as CAS do and FIFA DRC and SFA and SPFL/SPL as well as BDO, Duff and Phelps, 9 Lords and Ladies with FOUR HUNDRED AND 10 YEARS COMBINED EXPERIENCE IN LAW.

All of these organisations have the facts. They have the incorporation history, the company history, the rules of each organisation, the administration and sales details. All of these details would be important when establishing facts in the various court cases they had to deal with.

Their experience in Company Law is greater than all us mere plebs on Social Media. I know plenty of extremely intelligent Celtic fans, some of whom work for BDO and Grant Thornton and are actually qualified professionals. Not one of them sees Rangers as a new club. You would think that 10 years down the line, if everything the idiots say on Social Media was correct and that all these Law Lords and Ladies were wrong, that ONE SINGLE PROFESSIONALLY QUALIFIED PERSON would have laid out the case and confirmed WHY Rangers FC were not sold as part of the Business and undertaking.

Not one of the legal opinions have been appealed against.

The FCA have even refused to look at the Prospectus after a complaint from John Clark as the guy is the Head of the Monster Raving Loony Sevco Party.

Liquidation was objective 3.

Duff and Phelps achieved objective 2.

Which brings me back to the point about the CVA and the £5.5m that the creditors would have received if successful. Due to going down the route of selling the Business as a Going concern, the creditors will now get circa £13m instead of £5.5m.

So people are trying to claim if we got a CVA we would be the same club but because we stiffed the creditors and didnt get a CVA we are a new club. Completely oblivious of course to the fact that the creditors are going to get almost 3 times MORE now. Incredible.

Anyway, its been a laugh and believe it or not, it has actually kept me sane at times and a relief from the boredom of being away but all good things come to an end.

Well i say all good things.......but........

55 titles we’re still going strong !!!!!

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