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Big Rangers Administration/Liquidation Thread - All chat here!


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I'm with you Tedi.

Sports Direct have rights to use the brands under licence, but the owner is still TRFC Ltd.

The biggest creditor to TRFC Ltd is RIFC Plc. They also own the shares and have control. It is exponentially more likely that they will put TRFC Ltd into admin rather than the Holding Co going first.

At which point the administrator can play hard ball, they can separate the assets from operations etc, etc. If they maintain the IP then the worst is they sit tight and re-let the merchandising contract etc.

It may be messy, but it's what I'd do.

Yours

aDONis

Sorry but there is no basis for this.

There is nothing in either the Designs, Copyrights and Patents Act or the Trademarks Act that allows an administrator to terminate a licence should the licensor go into administration. The terms of the licence is all important and I would assume that Ashley will have ensured that he holds the aces should such an event happen. It would be normal for both the parties to protect themselves from the other getting into financial difficulty. Such an agreement would normally consist of the right to buy the licence in the event of insolvency and would only be able to be over-turned by a court on application by the administrator for a ruling as an "undervalued sale" that shows that it was detrimental to the other creditors.

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Now there's a question I was pondering on myself No8 !!!

What you'll have to take into the equation if and when admin takes place is what does the club have in the way of assets and income and what contractual agreements the club has made with the holding company.

Should all the assets and other such valuable items be shifted to the holding company before administration then Ashley's claim to rename the stadium will still be in place as the holding company could end up with everything that is Rangers FC whilst the club itself is totally dependent on the holding company to be the club that plays football at Ibrox.

The club could ultimately be reduced to Association licences, players licences and the like.

The holding company could end up owning all the other parts needed for Rangers to be Rangers ie assets, brand rights, business departments associated with the brand and all other profitable departments connected to the club.

The spivs could realistically fcuk over the club and any chance of anyone try to resurrect Rangers FC as being the same club should the club be wound up or sold on as an asset of the holding company.

Even if the club dies the holding company be theoretically own all the constituent parts needed to reform the club again and could hold anyone to ransom for a pretty sum even if someone steps in to try and save the club from certain death.

This could be the end of Rangers if the spivs have made provisions to rob the club of everything that is Rangers FC should an admin event happen to the club.

Lastly the holding company isn't in debt, but the club is in debt to the holding company. Also the fans own shares only in the club but the spivs have shares in the holding company as the holding company and the club are two completely legally recognised entities by law.

I just brought this post of mine back up just to reiterate the bits in red bold, we have just witnessed the first of what IMO is the asset stripping before admin. The Rangers shops are now in the hands of Ashley, God knows who has ownership of the other constituent parts that make up the club as a whole.

Could we see by the time admin is inevitable the club will be reduced to nothing more than an SFA licence and players contracts that the club has to honour ?, what will be left of Rangers under the possession of the club when and if an admin event occurs ?

An admin event may get rid of the spivs from the Rangers Bod but you will have to remember the spivs are on the BoD in the holding company which still owns the club so effectively the spivs will still control the club and install puppet directors that will do their bidding on lower salaries.

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Given that we are speculating how Ashley's contract will survive 'admin' or 'liquidation' who currently owns the ip rights is neither here nor there.

The IP rights are simply an asset, like any other, which can be used as security to ensure the contract is fulfilled.

I'm fairly certain Ashley's contract may well have a clause in it where the image and brand rights transfer to him automatically in the event of administration or any breach of contract.

Who the rights are registered to at present is simply irrelevant.

Don't forget Ashley ponied up cash advances to secure this contract along with costs of setting everything up ...

He certainly needs some sort of security that the deal cannot simply be ripped up and handed to someone else by putting the club into admin or liquidation ...

Using the IP rights as security via penalty clauses in the contract are one way of ensuring that.

From the 2012 IPO:

On 31 July 2012 RFCL entered into a joint venture shareholders’ agreement (the “Rangers
Retail SHA”) with SDI Retail Services Limited (“SDI”) relating to terms under which the
joint venture vehicle Rangers Retail Limited (“Rangers Retail”) would operate with RFCL
holding 51 per cent. of Rangers Retail. Through Rangers Retail the parties agree to run jointly
the production, supply and sale of branded products and carry out retail activity at the Club’s
superstore at Ibrox and on the Club’s online webstore.
Under the Rangers Retail SHA, each of RFCL and SDI have the right to appoint
two directors, SDI is to be responsible for day to day management including the provision
of accounting and retail-related services and Sportsdirect.com Retail Limited (an affiliate
of SDI) agrees to provide a facility of £1.5 million to Rangers Retail available for drawdown
for a period of 5 years at an interest rate of Barclays Bank’s pass through rate from time-to
time and interest is to be capitalised. Any sums drawn down under the facility would be
secured by a debenture to be given by Rangers Retail over all its freehold and leasehold
property. The loan facility and debenture have not yet been entered into.
The Rangers Retail SHA contains restrictions on share transfers, reserved matters and other
provisions common to joint venture agreements. The agreement contains deadlock provisions
which require deadlock matters to be referred to senior management of the shareholders and
then to mediation. If the deadlock matter has not been resolved then SDI has the right to
acquire RFCL’s shareholding at a set price (50 per cent. of the profits of Rangers Retail in
the previous twelve months). If this buyout takes place, SDI agrees to procure that a royalty
according to a formula is paid by Rangers Retail to RFCL in consideration for rights under
an intellectual property licence agreement relating to the grant of an exclusive worldwide
licence of certain intellectual property rights of RFCL to Rangers Retail in return for Rangers
Retail producing kit and branded products (at cost price plus 10 per cent.) (the “IP Licence
Agreement”). Mandatory share transfer provisions apply at the same transfer price where a
shareholder undergoes a change of control or an event of default (including insolvency,
material breach or if the IP Licence Agreement is validly terminated). The Rangers Retail
SHA is governed by English law.
Under the IP Licence Agreement RFCL agrees to indemnify Rangers Retail against loss
arising out of a third-party intellectual property claims in respect of RFCL’s intellectual
property rights. In turn, Rangers Retail agrees to indemnify RFCL against loss arising out
of similar third-party claims in respect of intellectual property rights other than RFCL’s rights.

And that was back in 2012. I imagine Ashley has strengthened his position considerably since then.

Looks like an asset stripping frenzy is on the cards.

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I think Ahmed will succeed this time.

Sounds like you were right.

What did he have to prove here?

As I understand it, he failed last time because Rangers were able to establish that there was no significant threat of insolvency.

This time, it looks like he also had to establish that he had a genuine claim to the money too, hence the citing of letters from Green etc. Does this mean that he's successfully established both parts?

It's certainly reminiscent of the ruling Bain secured last time.

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Sounds like you were right. What did he have to prove here? As I understand it, he failed last time because Rangers were able to establish that there was no significant threat of insolvency. This time, it looks like he also had to establish that he had a genuine claim to the money too, hence the citing of letters from Green etc. Does this mean that he's successfully established both parts? It's certainly reminiscent of the ruling Bain secured last time.

It wasn't that he had to show that he had a genuine claim, just that there was a likelyhood that given the basis of the claim that Ranger's at the time of ruling would not have the resources to pay any judgement in Ahmed's favour. This is in no way reflective of his chances of success.

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It wasn't that he had to show that he had a genuine claim, just that there was a likelyhood that given the basis of the claim that Ranger's at the time of ruling would not have the resources to pay any judgement in Ahmed's favour. This is in no way reflective of his chances of success.

Yes, that's what I thought, given how the ruling was presented last time.

The tweets today however seemed to indicate that he was attempting to prove the validity of his claim, alongside the fact that Rangers might soon be incapable of honouring it.

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It wasn't that he had to show that he had a genuine claim, just that there was a likelyhood that given the basis of the claim that Ranger's at the time of ruling would not have the resources to pay any judgement in Ahmed's favour. This is in no way reflective of his chances of success.

He doesn't need to succeed. He can go along way to ensuring they go tits up, leaving them in admin and available to all and sundry again.

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