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Deal Done At Last - 85.3% of RFC sold for �£1 according to Stock Exchange


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Murrays gone I should be happy, but for some reason I'm not.

 

Hopefully the team on the park will cheer me up.

 

I've very excited but also extremely wary until we know much more about what is happening in the short and long term.

 

Tomorrow should be a great day at Ibrox irrespective of such worries. Let's hope the team keep their eye on the ball and deliver three points.

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I've very excited but also extremely wary until we know much more about what is happening in the short and long term.

 

Tomorrow should be a great day at Ibrox irrespective of such worries. Let's hope the team keep their eye on the ball and deliver three points.

 

I'm sure Walter has got the lads focused on one thing and that is Hearts.

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Craig if they have the funds would there be any logic in not "waiving" thsi debt immedietly?

 

Should we be concerned that he is earmarking our European Revenues for this purpose if the LBG debt isn't "waived" fairly soon?

 

Depends. If they (being Wavetower) are collecting interest from the club then they may have it at decent interest rates so may not want to waive it right now. But that hardly helps the club that they own. It is a long time since I looked at tax but waiving the debt could effectively create an "income" for the club and that could see a tax liability crystallise (and unconnected to the current HMRC issue). It could be in Wavetower AND the club's best interests to NOT clear the debt and create a taxable income (dont quote me on this though as it is a long time, over 10 years, since I had to have a working knowledge of UK Corporation Tax). It would be better, if it does create a taxable income, to release the debt over an extended period to ensure the income is releasedin manageable increments.

 

Cant think of too many other reasons why it would be beneficial to hold off on the repayment of the debt if Wavetower have the funds.

 

There are a couple of issues at play here. Seems they DO have the funds to repay LBG (not crystal clear though) so that part is fine. The issue is when the debt becomes an asset to Wavetower (having paid it to LBG on behalf of RFC) and the liability is still there to RFC (just to WT instead of LBG now). The tax thing is a consideration I would think.

 

I dont think the LBG debt is being waived. Looks like WT will pay LBG to get them out of the way and WT then own the debt from RFC. They can earmark Euro revenues all they like as it is their club to do as they please. But they have to ensure that the long-term functioning of the club works - Euro revenues should be considered "bonuses" because we arent assured of reaching Europe and the CL group stages every year. So long as they can carry out their "vision" with the funding within the means available (no idea how they would do that without digging into their own pockets) then the Euro money could be the "excess" which pays down the debt.

 

Now, all that said, "waiving" most definitely means "writing off" - it does not mean "paying it back" - so the Euro revenues should NOT be getting used as part of this "waiver". Waiving means that WT would write it off which is a paper transaction which would involve no transfer of cash.

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Craig:

 

Does this suggest there is written proof that WT will not pursue RFC for the debt in the future?

 

The statement seems open to interpretation - just how long is the 'foreseeable' future? Do we pay them interest until such time they deem it safe to 'waive' the debt?

 

Depends on the terminology of the deal Frankie. It is a legal rather than accounting issue. What did the official statement say again - that they would waive it in the foreseeable future ? If that is the case then it is part of the binding legal document - however, it is binding upon the parties being SDM and Whyte.... if the club arent part of the binding then it is hard to see how it could be enforced. I am no legal whizz so I am really just thinking aloud.

 

Foreseeable future is, IMO, deliberately vague. It means that there are no hard dates put on the waiving, which gives WT flexibility as to when they waive it.

 

I am struggling to see any reasons why they wouldnt just waive it now if they had the funds, other than the tax thing.

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Businessman Phil Betts has been appointed to the RFC Board of Directors. Other appointments will be announced in due course.

 

DJ Rangers Football Club Plc Statement re purchase of shares by Wavetower Limited

06/05/2011 20:44

 

TIDMRFC

 

The Rangers Football Club plc (the `Company')

 

Holding in Company

 

Information on Wavetower

 

Further information on the Acquisition and Strategy

 

Dispensation from obligations under Rule 9 of the Takeover Code to make a

general offer in cash

 

Appointment of Directors

 

Resignation of Directors

 

Holding in Company

 

The Company announces that it has been informed that Wavetower Limited

(`Wavetower') has an interest over 92,842,388 ordinary shares in the Company,

representing approximately 85.3 per cent. of the Company's issued share

capital. Wavetower acquired its interest in the Company (the `Acquisition')

from Murray MHL Limited (the `Vendor').

 

The Company's issued share capital comprises 108,791,499 ordinary shares of 10p

each.

 

Information on Wavetower

 

Wavetower is a newly incorporated company formed for the purpose of the

Acquisition. The directors of Wavetower are Craig Whyte and Phil Betts, all of

whom have been appointed directors of the Company. Further details on Craig

Whyte and Phil Betts are set out below (see `Appointment of Directors').

 

Further information on the Acquisition and Strategy

 

Pursuant to an agreement made between Wavetower and the Vendor, Wavetower has

agreed to provide GBP5 million for investment in the playing squad together with

further money available for the infrastructure of the stadium and working

capital. In addition, Wavetower has stated its intention to invest a further GBP

20 million over a four year period. Wavetower has also committed to maintain

the Company's PLUS Markets listing.

 

Craig Whyte, stated "After more than six months of negotiations, I am delighted

to confirm that agreement has been reached between myself, Sir David Murray and

Rangers FC, and that Wavetower now holds the controlling stake in Rangers.

 

`As a keen Rangers supporter, the directors and I now look forward to helping

the club secure its future as a leading force in Scottish and European

football.

 

'My pledge to the manager, his backroom team, the players and, most

importantly, the loyal supporters that I'll do all I can to ensure further

success in the weeks, months and years to come.

 

`Rangers is a great club with a great future. It has the best supporters in the

world and I will do all can to protect and enhance the club's standing going

forward"

 

Dispensation from obligations under Rule 9 of the Takeover Code to make a

general offer in cash

 

Under Rule 9 of the Takeover Code, if any person acquires an interest in shares

which, when taken together with shares in which he and persons acting in

concert with him are already interested, carry 30 per cent. or more of the

voting rights of a company which is subject to the Code, that person is

normally required to make a general offer in cash to all shareholders in the

company at the highest price paid by him, or any person acting in concert with

him, for an interest in such shares within the preceding 12 months.

 

As a consequence of the consideration for the Acquisition being GBP1, and

following consultation with the Company and its financial adviser, Noble

Grossart Limited, the Panel has waived the obligation under Rule 9 for

Wavetower to make a general offer in cash to all shareholders. As a condition

of this dispensation, Wavetower is required to send to shareholders, no later

than 16 May 2011, a circular providing further details on Wavetower and further

disclosure in relation to the terms of the acquisition.

 

Appointment of Directors

 

The Company announces that Craig Whyte and Phil Betts have been appointed as

directors of the Company with immediate effect.

 

Craig Whyte

 

Craig is a Scottish entrepreneur and investor born in Motherwell in 1971.

 

Craig has built his career on his expertise as a turnaround specialist

financing and managing established businesses experiencing cashflow

difficulties.

 

He is founder and chief executive of Liberty Capital which currently has

investments across several market sectors including technology, financial

services, ticketing and commodities trading, with operations in the UK, the

Netherlands, Switzerland and France.

 

He also holds interests in a large number of other companies specialising in

areas such as finance, corporate recovery, investment and stockbroking.

 

Current Directorships: Directorships in last 5 years:

 

Cairnwell Investments Limited Countryliner Group Limited

Merchant Corporate Recovery Plc LM Logistics Group Limited^

Merchant Interactive Limited Merchant House Financial Services

Merchant Strategic Renewal Plc Limited

Tixway UK Limited Merchant Turnaround Plc

Zemfill Plc

 

Phil Betts, Finance Director

 

Phil, aged 48, has over 30 years' experience in the banking and finance

industry with particular expertise in asset finance. He started his career with

Midland Bank before moving to Royscot Trust Plc as a hire purchase and leasing

specialist, arranging funding facilities for SMEs across a number of different

industries. Phil then moved to Fraser Russell chartered accountants (now Baker

Tilly) as their in-house asset finance specialist advising clients on fixed

asset purchases and suitable funding mechanisms. In 2005, Phil formed Primary

Asset Finance LLP, which specialises in refinancing and restructuring

companies, and has helped many businesses to raise funding and worked closely

with them to support their turnaround.

 

Current Directorships: Directorships in last 5 years:

 

Countryliner Group Limited Countryside & Suburban Ltd

Merchant House Finance Limited LM Logistics Group Ltd^

Merchant Turnaround Plc

Obsideo Investments Limited

Primary Asset Finance LLP

 

^ On 18 August 2010 an administrator was appointed to LM Logistics Group Ltd,

Craig Whyte and Phil Betts were directors of the company within the year prior

to appointment. The deficit to creditors was estimated at GBP3 million although

the administration is continuing.

 

No further disclosure pursuant to Rule 71 and paragraph 18 of Appendix 1 of the

PLUS Rules is required in relation to the appointment of directors.

 

Resignation of Directors

 

Michael McGill, and Donald Muir have each resigned as directors of the Company

with immediate effect. Alastair Johnston has confirmed that he will resign as

director and Chairman of the Company on 16 May 2011.

 

The directors of The Rangers Football Club plc, accept responsibility for the

information contained in this announcement and, to the best of their knowledge

and belief (having taken all reasonable care to ensure that such is the case)

the information contained in this announcement is in accordance with the facts

and does not omit anything likely to affect the import of such information.

 

Noble Grossart Limited is acting exclusively for The Rangers Football Club

plc and no-one else in connection with the Acquisition, and will not be

responsible to anyone other than the Company for providing the protections

afforded to clients of Noble Grossart Limited or for providing advice in

relation to the Acquisition.

 

END

 

(END) Dow Jones Newswires

 

May 06, 2011 15:44 ET (19:44 GMT)

 

http://www.morningstar.co.uk/uk/markets/newsfeeditem.aspx?id=138501958342162

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Businessman Phil Betts has been appointed to the RFC Board of Directors. Other appointments will be announced in due course.

 

According to the article I just posted, McGill and Donald Muir have resigned as directors of the Company with immediate effect.

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