Blow for Rangers as CVA deal denied… leaving club in danger of liquidationUEFA will ban a 'new' Rangers from European competition for three years
SPL clubs will vote on whether Rangers can stay in the league, if they are liquidated
13:53 GMT, 12 June 2012
Her Majesty's Revenue and Customs have told Rangers they will vote against a Company Voluntary Arrangement.
Charles Green, who is leading the Sevco consortium aiming to acquire the club, confirmed the news about the CVA deal on Tuesday.
UEFA will ban the club from entry into European competition and SPL clubs will vote on whether they can remain in Scotland's top flight.
Blow: The CVA deal will not be allowed
HMRC's 'no' vote is enough to deal a
fatal blow to the CVA proposal and Green will now push ahead with plans
to buy the club's assets and form a new company.
Green said in a statement: 'I am
hugely disappointed by the decision of HMRC not to support the CVA
proposal and that disappointment will be felt acutely by Rangers fans
across the world.'
HMRC, who are currently owed more than
21million, believe their decision to force liquidation will allow them
to pursue individuals for the debt.
A statement from the tax authority
read: 'A liquidation provides the best opportunity to protect taxpayers,
by allowing the potential investigation and pursuit of possible claims
against those responsible for the company's financial affairs in recent
Bad news: Charles Green confirmed the blow
'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.
The decision brings into doubt the continued existence of an Ibrox club competing in the Scottish Premier League.
If Green forms a new company, he will
have to apply to the SPL to acquire Rangers' share in the competition.
The clubs themselves will decide whether to accept.
A new Rangers would not be able to compete in Europe for three years under UEFA rules.
Green said: 'Frankly, I do not see what benefit will be achieved by this decision.
'My consortium's offer for a CVA amounted to a total of 8.5million.
that we will have to complete the purchase via the formation of a
newco, the purchase price and therefore the amount available to
creditors will be 5.5million.
Takeover turmoil: Rangers future hangs in the balance
'I can understand HMRC deciding that football clubs which do not pay their taxes need to be punished, but by effectively banning Rangers from Europe for three years all that will happen is that there will be less revenue generated by the club and consequently less money paid over to the taxman.
'Also, I do not believe that by opting to vote against the CVA proposal, HMRC will generate more cash by pursuing those they believe as responsible – but that is a matter for them.'
Green said he would explore ways of allowing the club's 26,000 shareholders to buy into his new company.
He added: 'The solemn promise I can make to Rangers fans today is that this club will continue as Rangers Football Club and will continue to play at Ibrox Stadium.
'We will be liaising with the football authorities at the earliest opportunity to establish our position regarding the SPL.
'I, along with my investors who believe that Rangers can have a bright future, will fight tooth and nail to ensure the club recovers from this catastrophic phase in its proud history.
'The fans deserve better and we will work tirelessly to realise their ambitions.'
Rangers' administrators, Duff and Phelps, confirmed a 'binding' sale and purchase agreement with Green would now come into effect.
In a statement, joint-administrator Paul Clark said: 'As we have always stated, administrators have a primary objective to ensure the survival of the company and in this case, this would have been achieved through a CVA.
What next Rangers face liquidation
'It was with HMRC's approval, that a proposal was placed before creditors for consideration.
'However, it is the commercial view that
the level offered within the CVA was not enough to merit departure from
their normal policy of seeking a detailed investigation via a
'However, we have been left in no doubt by HMRC the fundamental reason for the rejection of the CVA proposal is the historical non-compliance with tax liabilities by the former owners and directors of the club.'
Clark said Green's consortium will move to acquire the club's assets immediately after the formal rejection of the CVA proposal at a creditors' meeting at Ibrox on Thursday morning.
'That transaction will be completed within a few days,' Clark added.
'The sum payable to creditors will be 5.5million, most of which has already been paid over to us by the Green consortium.
'Over the coming months, we as administrators will continue to finalise the administration of the club and we will work in conjunction with BDO, who will undertake the liquidation process.
'While the club will continue to face difficulties in the short term, it will survive and continue to play at Ibrox.'
HMRC's court action forced Rangers into administration on February 14 after the club failed to pay millions of pounds in PAYE and VAT following the takeover by Craig Whyte in May last year.
Men for the job: Paul Clarke and David Whitehouse from Duff & Phelps administrators
Whyte also failed to pay a tax liability of around 4million resulting from payments made to Ronald de Boer and Tore Andre Flo around the turn of the century.
Rangers could also face an additional tax bill of up to 75million over their use of Employee Benefit Trust payments to players and staff between 2001 and 2010, which were the subject of a tax tribunal in January.
This scheme, which was administered by the company of former owner Sir David Murray, is also the focus of an SPL investigation into alleged undisclosed payments to players.
The CVA document showed Rangers owe more than 55million to unsecured creditors with investment firm Ticketus accounting for almost half of that total.
The London-based firm, who plan to pursue Whyte for the money, had been due to hold a board meeting today to discuss their approach to the CVA.
Rangers owe money to several football clubs, including Hearts, who have yet to receive 800,000 of the transfer fee agreed when Lee Wallace moved to Ibrox last summer.
The CVA document shows that less than 1million will be shared between creditors as a result of a newco deal.
FULL STATEMENTS FROM ADMINISTRATORS & HMRC
Duff & Phelps, administrators:
We have been informed by HMRC they will not support the proposal for a Company Voluntary Arrangement at the meeting of creditors on Thursday, June 14.
As a result of this decision, the Sale and Purchase Agreement in place with the consortium led by Charles Green will take effect and Rangers Football Club will continue within a new company structure.
The reasons HMRC have given to us for their decision to vote against the proposal are as follows. HMRC has cited its general policy of not agreeing to a CVA where there is strong evidence of non-compliance by a company with its tax liabilities.
HMRC had agreed to consider a CVA proposal along with all other options in the case of Rangers but having taken into consideration the extent of funds which will be made available to creditors through the CVA option, they have decided that it is not acceptable given The Rangers Football Club plc's level of indebtedness to HMRC.
It has also been made clear to us that other offers tendered for the Club, which took the form of a CVA, would have been treated in the same way and that the rejection is not a reflection of the Green consortium bid.
HMRC has taken the view that the public interest will be better served with the liquidation of The Rangers Football Club plc as a corporate entity. The Club will continue to operate as it has always done but within a new company structure.
HMRC consider that the decision will enable a liquidator to instigate a wider investigation into all of the financial affairs and management of the Club in recent years and to bring to task those they believe are responsible for its collapse.
Furthermore, HMRC believes there will be an enhanced recovery of funds for creditors by pursuing those individuals who they believe are responsible.
The consequence of the rejection of a CVA outcome is that sanctions will be applied to the Club by UEFA and that the Club will not be able to participate in Europe for three years and the new company will need the consent of the other SPL clubs to the transfer of the share in the SPL, in order for Rangers to continue playing in the SPL.
As we have always stated, administrators have a primary objective to ensure the survival of the company and in this case, this would have been achieved through a CVA.
It was with HMRC’s approval, that a proposal was placed before creditors for consideration. However, it is the commercial view that the level offered within the CVA was not enough to merit departure from their normal policy of seeking a detailed investigation via a liquidator.
However, we have been left in no doubt by HMRC the fundamental reason for the rejection of the CVA proposal is the historical non-compliance with tax liabilities by the former owners and directors of the Club.
As we have stated previously, there is a binding contract between ourselves as administrators and Charles Green, who is leading a consortium to acquire the Club.
The creditors’ and shareholders’ meetings will take place at Ibrox on Thursday but the results of those meetings will now be entirely academic given HMRC’s decision.
As soon as the CVA proposal is formally rejected, Mr Green’s consortium will move towards completion of an acquisition of the business and assets of The Rangers Football Club plc. That transaction will be completed within a few days. The sum payable to creditors will be 5.5 million, most of which has already been paid over to us by the Green consortium.
Over the coming months, we as administrators will continue to finalise the administration of the Club and we will work in conjunction with BDO who will undertake the liquidation process.
We would like to thank the staff and supporters at Rangers for their great determination and professionalism during a very difficult period for the Club. While the Club will continue to face difficulties in the short term, it will survive and continue to play at Ibrox.
HMRC: A liquidation provides the best opportunity to protect taxpayers, by allowing the potential investigation and pursuit of possible claims against those responsible for the company's 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.