PART II RISK FACTORS
The business and assets of the Club were acquired by RFCL from the administrators of RFC 2012 plc
RFCL purchased the assets and business of the Club from the administrators of RFC 2012 plc and upon completion of the Acquisition, RFCL will become a wholly owned subsidiary of the Company. Whilst the liabilities and creditors of RFC 2012 plc were excluded from the business and assets transferred to RFCL, there can be no certainty that there are no liabilities attached to the business or which may otherwise arise in relation to assets acquired by RFCL (more specifically, whilst RFCL did not acquire liabilities or creditors pursuant to the APA, as a condition to the transfer of the Club’s SFA membership to RFCL, RFCL was required by the Scottish football authorities (SFA, SPL and SFL) to take responsibility for football creditors of RFC 2012 plc pursuant to the 5 Way Agreement. Three of these football creditors remain outstanding and the maximum amount payable by RFCL is approximately £1.7 million). Further uncertainty in relation to potential liabilities may arise from the appointment of the liquidators of RFC 2012 plc and the termination of the office of the administrators of RFC 2012 plc. The Directors consider that the risk of liabilities, other than as may be referred to in this document, has been mitigated by the competitive bidding process as a result of which RFCL acquired the assets and business under the APA, the terms of the APA itself which do not provide for RFCL to assume any liabilities and the fact that RFCL has acted in good faith as a bona fide purchaser on arms length terms. Whilst RFCL cannot be certain that a liquidator or a creditor of RFC 2012 plc would not seek to try to establish grounds under the provisions of the Insolvency Act 1986 to challenge the acts of the administrators of RFC 2012 plc, the Directors consider that all necessary steps have been taken to ensure historic liabilities of RFC 2012 plc remain with RFC 2012 plc and that the APA is valid, binding and enforceable. There remains a risk that any such claim against the RFCL Group or the Rangers Group by a creditor or the liquidator of RFC 2012 plc would result in management time and attention being diverted from the operation of the business.
+ Ahmed listed as ''key employee'' so he is still there