Rangers: Newco The Same Club

Rangers: Newco The Same Club

Lord Nimmo Smith Report September 2012 http://www.scotprem.com/content/mediaassets/doc/SPL%20Commission%20reasons%20for%20 decision%20of%2012%20September%202012.pdf

Rangers: Newco The Same Club

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 the hearing 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 undertaking which 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 association football 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 is an undertaking which is capable of being owned and operated. 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. In legal terms, it appears to us to be no different from any other undertaking which is capable of being carried on, bought and sold. This is not to say that a Club has legal personality, separate from and additional to the legal personality of

Rangers: Newco The Same Club

its owner and operator. We are satisfied that it does not, and Mr McKenzie did not seek to argue otherwise.

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 power must continue to apply, even if the owner at the time of [any] breach of rules has ceased to be a member 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 in administration. 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 relating to the conduct of members of the SFA and the conduct of disciplinary proceedings to enforce such rules Note: The club was founded in 1872. It became part of a company in 1899 and its corporate identity was Rangers Football Club PLC. Until then Rangers and most other clubs were simply clubs and did not have to take on a legal form. The company did not have 140 years of history in any case (20121899 = 113 years) the club did.

Rangers: Newco The Same Club

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 for season 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.

Rangers: Newco The Same Club

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 by the ECA executive board that the goodwill, taking into account legal and practical arguments, also included the history of the 'old company'. "Consequently it was concluded that Rangers FC was entitled to associated membership of ECA as considered to be a founding member." Alike at Scottish FA level, this new entity had to re-apply for membership with ECA as according to Swiss law, membership of an association is neither heritable nor transferable (article 70.3 of the Swiss 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 potential investigation and pursuit of possible claims against those responsible for the companys financial affairs in recent years. A CVA would restrict the scope of such action. Moreover the liquidation route does not prejudice the proposed sale of the club. This sale can take place either through a CVA 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 at Ibrox. It also means that the new company will be free from claims or litigation in a way which would not be achievable with a CVA. Rangers can make a fresh start."

Duff & Phelps i - http://local.stv.tv/glasgow/197765-r...legal-dispute/ As administrators, our primary function was to keep the business going and effect a sale of the Club in order that it could continue, while maximizing the return for the creditors. These objectives were achieved. It will now fall to the liquidators to realise any further potential funds that may go to creditors. We have worked closely with the liquidators over the last few months to ensure an orderly transition.

Rangers: Newco The Same Club

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 new company and all of the titles and all of the 140 year history will remain 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 football at 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 and trading names are "acquired" by another entity. It is a new legal entity, but essentially the old business continues. So it is right to say that it is a newco in legal terms, but the "club" is a continuation of the old one. Then it is up to football authorities if they confer membership and titles that "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 financial statements? "Sevco Scotland Ltd bought Rangers Football Club PLCs share in the SPL and membership of the Scottish FA as part of their acquisition of assets. Under Article 14.1, Sevco Scotland are requesting the transfer of the existing membership of Oldco. This is different to an application for a new membership, 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 membership and are able to grant conditional membership, ahead of the formal transfer of the SPL share a week today. This will allow the season to kick-off as planned this weekend and I am sure there will be many 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

Rangers: Newco The Same Club

SFL updated 17/5/2013- http://www.scottishfootballleague.com/club/rangers/ Founded: 1872 54 Titles still there plus 1 division 3 title. Club Honours League 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, 1974/75 Premier Division - 1975/76, 1977/78, 1986/87, 1988/89, 1989/90, 1990/91, 1991/92, 1992/93, 1993/94, 1994/95, 1995/96,1996/97 SPL - 1998/99, 1999/2000, 2002/03, 2004/05, 2008/09, 2009/10, 2010/11 Third Division - 2012/13

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

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 Rangers Football Club Limited. Rangers Football Club, based in Scotland, has become one of the world's most successful clubs, having won 54 League titles, 33 Scottish Cups, 27 League Cups and the European Cup Winners' Cup in 1972. Playing at the 50,987 seater Ibrox Stadium, Scotland, and benefitting from the world class 37 acre Murray Park training facility, the club has been a dominant force in Scottish football for decades. The club generates revenues from match-day sales, broadcasting rights, retail and merchandising as well as other media rights.

Rangers: Newco The Same Club

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 they have, they will come back. They will, in not too long a time, be back in the SPL. 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-12734842 Last August, Michele Centenaro of the ECA contacted the SFA and asked for an appraisal of the Rangers situation and whether they could be deemed the same Rangers as before or a new company unworthy of acknowledgment from the ECA. The SFAs response was unambiguous. Different corporate entity but same Rangers, same history, same honours accrued over 140 years."