Bill Miller’s plan for Rangers is to move the assets – Ibrox, Murray Park, the Albion car park – to a newco, while leaving the original company under the control of the administrators to try to achieve a Company Voluntary Arrangement.
article credits: Richard Wilson (Herald)
The American trucking tycoon then intends to merge the two companies. Here, Herald Sport analyses the feasibility of his plan, and what it means for Rangers and Scottish football.
Is this liquidation?
As far as financial experts are concerned, it is a convoluted route to achieve what is effectively a liquidation. The only way around that assessment would be if he managed to effect a successful CVA for Rangers Football Club plc and merged it with the newco before the beginning of next season – Saturday, August 4. Miller would then, in theory, not have to apply to the Scottish Premier League for the newco to become a member of the league.
Yet the timescales for achieving this are tight, and if he fails to effect the CVA in time and applies for his newco to gain entry into the SPL, there is little to be gained by merging the oldco further down the line. Also, Craig Whyte has so far refused to co-operate with the administrators in making his shares available to the Blue Knights, so why would he make them available to Miller on the other side of a successful CVA? They would be worthless, since it is the majority shareholding in a company with no assets.
What about Rangers’ history?
This is an emotive subject, and part of the motivation for Miller to seek this hybrid route. To many fans the newco being a separate legal entity makes it distinct from the current Rangers’ history. However, this was not what happened to Leeds United, to take one example from England, when their assets were moved to a newco in 2007. As far as the Football League and Uefa are concerned, Leeds have an unbroken history.
It is likely that if the SPL agree to transfer the league share from oldco Rangers to newco, they will consider the history to have transferred, too. This has never been an issue in England, but will be in Scotland, where rivalry is more fever-pitched. Another perspective would be this: the club and the company are close but still separate; as far as the sporting bodies are concerned any sanctions apply to the club regardless of the company that owns it, so the same would apply to the club’s history.
Why does Miller plan to merge the oldco with his newco?
Probably for the sake of the fans, who are worried about his approach. It seems unlikely that he would effect a CVA in time anyway, but the newco option also lets him bypass the Whyte problem, and the assets could be transferred within two weeks.
Do the players’ contracts transfer over automatically?
In normal corporate takeovers, contracts are transferred along with the assets, and their rights are protected by the Transfer of Undertakings and Protection of Employment (TUPE) law, which means the original terms must be honoured. Yet PFA Scotland believes in the newco scenario, players are entitled to decide they don’t want their registrations transferred and can walk away for nothing.
Would the SFA sanctions apply to the newco?
If Miller is named preferred bidder, he will then meet the SFA and the SPL for formal negotiations. The penalties will come under discussion, but the likelihood is that one condition of being granted a licence by the SFA will be that all sanctions that apply to oldco Rangers will apply to the newco. Until an appeal is heard, this means the embargo stands, which, in theory, means that the registrations of any player over the age of 18 might be impossible to transfer.
What about the SPL? Will the newco Rangers be allowed back into the league, and what about sanctions?
Even if the SPL’s proposed financial fair play resolution is voted in on Monday, Miller plans to establish the newco before the end of this season. That means any decision would be considered by the SPL board and there are no rules in place to govern their decision. Miller would argue that because he is trying to effect a CVA with the oldco, his newco should be spared sanctions, but this is surely unworkable. What if the oldco never achieved a CVA, would sanctions be applied months later? It is more likely the SPL would agree to newco Rangers being admitted but seek to impose sanctions. These would be discussed if Miller is appointed preferred bidder.
Rangers aren’t eligible for Europe next season, but what about future seasons under Miller’s plan?
Even if he gained a CVA for oldco Rangers then merged it with his newco, Uefa will consider this a change in the club’s legal structure. To be eligible, clubs must have three unbroken years of membership of their domestic association, so Miller’s Rangers would not be able to play in Europe until the beginning of the 2015/2016 season.