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Big Rangers Administration/Liquidation Thread - All chat here!


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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.

:D + Ahmed listed as ''key employee'' so he is still there 8)

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the Commission does

not have jurisdiction over RFCL for the purpose of any investigation or any resulting determination

made, and therefore has no jurisdiction to impose sanctions on RFCL. If the Commission seeks to find

grounds to impose sanctions which affect the Club retrospectively, such as stripping the Club of

historic achievements such as title wins, the legal basis for any such sanctions would be strongly

challenged by the RFCL Group or the Rangers Group. The Directors do not believe that a financial

impact could arise, but it could result in management time and attention being diverted from the

operation of the business of the RFCL Group and the Rangers Group.

+ None of the major shareholders can sell shares within 12 Months, so much for cut and run

Thought you were Rangers International now??

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Oh cmon at least try and pick up on something from the document, lots of juicy stuff in there for both sides to pick up on

Name jibes are a bit petty ;)

Just woke tedi so a cheap broadside :D anyway whats the source of that, and the shareholders can't sell in 12 months seems a strange one for any company

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League titles and cup wins remain the property of the issuing authority, so it would make it difficult for Green to contest the stripping of titles if that was what the SPL commission decided. It would be easier to contest a financial penalty or points deduction to newco though...

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Ah ok, forgiven :)

It is in the prospectus the Locked in Shareholders will be prevented from selling Ordinary

Shares held by them for a period of 12 months

Common practice to (1) protect the share price (2) tie in th executive directors to running the company

So its out then?? There goes all the weans Xmas presents in Govan and Larkhall

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I've just had a wee swatch at the prospectos

For the 3 month period from incorporation to 31 August 2012

3 month period

to 31 August

2012

£’000

Revenue 1,711

Operating expenses (5,487)

Loss from operations before player trading (3,776)

Amortisation of players registrations (172)

Profit on disposal of player registrations 12

Non-recurring items 17,056

Profit from operations 13,120

Finance costs (173)

Profit on ordinary activities before taxation 12,947

Taxation 937

Profit for the period 13,884

Profit for the period £13 million at August on a 3 month statement, now I'm no accountant am I reading this right

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That figure includes the cash injections from investors

Later on in the document they make it clear that the income only includes a tiny fraction of the ST income and Match Day income due to the fact that only 1 Home league Tie was included in that period

There are further references to future income throughout the season and expenses but it is all quite complicated, I will wait till some accountant type bear breaks it all down and posts what it all means

It does say that no finance or additional income will be needed for at least the next 12 months and confirms that none of the capital raised by the share issue will be used for operating capital

There are also some eye watering figures for the development of the stadium, I would imagine this is mainly modernisation and repairs

Aye quite complicatedand baffling, maybe thats the plan didn't notice the accounts being signed off though under the figures which on other statements I've seen they are but did notice this bit below which made me chuckle

4. Business overview and strategy

Football activities

Having been voted out of the SPL in July 2012,

No you weren't voted in, minor technicality im sure

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Aye quite complicatedand baffling, maybe thats the plan didn't notice the accounts being signed off though under the figures which on other statements I've seen they are but did notice this bit below which made me chuckle

4. Business overview and strategy

Football activities

Having been voted out of the SPL in July 2012,

No you weren't voted in, minor technicality im sure

See, stuff like that getting debated on P&B is one thing - we're all here for a bit of argument and debate over issues like this one: but when you see erroneous statements like this in a share issue prospectus, it must surely be a bit worrying for the Orcs. I mean, if the people running the show don't know or acknowledge the truth of what's happened, it must raise concerns for the validity of the rest of the document. (which I haven't read yet, BTW)

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Aye quite complicatedand baffling, maybe thats the plan didn't notice the accounts being signed off though under the figures which on other statements I've seen they are but did notice this bit below which made me chuckle

4. Business overview and strategy

Football activities

Having been voted out of the SPL in July 2012,

No you weren't voted in, minor technicality im sure

It also goes on about getting into the SPL and Europe in future years, I thought Rangers would not be joining the SPL when Charles was in chargehuh.gif

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Jim Traynor confirmed as Media Advisor by Rangers and is still employed by the Beeb, the football phone in should be interesting tonight :lol:

Well that explains all the bullshit he's been peddling for years...he was after that job all along. :lol:

A marriage made in heaven, Or should that be hell ? :) l

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Quiz time, folks.

Who wrote this on 13th June 2012?

"Yesterday the CVA proposal put forward on behalf of Charles Green by administrators Duff and Phelps was rejected by HMRC.

They didn’t even wait until tomorrow’s creditors’ meeting, although that will still go ahead.

But Rangers FC won’t. They’ll slip into liquidation within the next couple of weeks with a new company emerging but 140 years of history, triumph and tears, will have ended.

No matter how Charles Green attempts to dress it up, a newco equals a new club. When the CVA was thrown out Rangers as we know them died."

Clue - It was printed in the Daily Record. :lol: :lol:

Edited by H Wragg
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Quiz time, folks.

Who wrote this on 13th June 2012?

"Yesterday the CVA proposal put forward on behalf of Charles Green by administrators Duff and Phelps was rejected by HMRC.

They didn't even wait until tomorrow's creditors' meeting, although that will still go ahead.

But Rangers FC won't. They'll slip into liquidation within the next couple of weeks with a new company emerging but 140 years of history, triumph and tears, will have ended.

No matter how Charles Green attempts to dress it up, a newco equals a new club. When the CVA was thrown out Rangers as we know them died."

Clue - It was printed in the Daily Record. :lol: :lol:

Jim Traynor himself, is he the man going to shut down Rangers?

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This was always on the cards as he posted his true colours to the mast during the debacle, tho still always maintained he was an Airdrie supporter. another glory hunting bigot joins the ranks of Newco rangers.

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IMPORTANT NOTICES

1. Overseas Shareholders

This document does not constitute an offer to sell or the solicitation of an offer to buy Ordinary Shares in the United States, Canada, the Republic of Ireland, the Republic of South Africa, Australia or Japan or in any jurisdiction in which such offer or solicitation is unlawful.

So not wanting the yank cash.........though how does this work with the Canadian teachers pension fund?

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