Rangers FC - where next?

In a day of dramatic developments, Rangers FC seem to be left with a single bidder, the American Bill Miller.  At 5am this morning, the Press Association wires reported an ‘impasse’ at Ibrox.  Duff and Phelps said they needed an ‘unconditional offer’ before they could award preferred bidder status.  Apparently, Brian Kennedy’s offer had been rejected.  In the last few minutes, Bill Ng has withdrawn his bid saying that the bidding process has become ‘untenable’.  He has said he has ‘serious concerns’ about the deliverability of the shares on offer.

So where does that leave Rangers and the much discussed CVA?  

Remember, as recently as 4 April when the administrators published their proposals, they stated that they still believed that a sale “would result in an exit from the administration via a Company Voluntary Arrangement or Scheme of Arrangement”.  This would allow the company – the legal entity which is Rangers Football Club, to survive. 

However, to do this, a purchaser would have to acquire substantially the whole of the shareholding in the club, which brings us back to Craig Whyte.  Nothing has been said in public which suggests that he has agreed any deal to sell his shares.  So how could a bidder make an ‘unconditional offer’ to purchase the club when they don’t know if the shareholder will sell?

It seems that Mr Ng agrees.  Duff and Phelps cannot deliver Rangers Football Club plc to anyone without Craig Whyte’s agreement. 

However, the question of the shareholding is not the only barrier to an ‘unconditional offer’.  An unconditional offer for the company would involve some degree of certainty regarding how the company’s debt will be handled.  That is, some degree of certainty around the terms upon which a CVA might be agreed.  However, the level of debt is not yet quantified.  We don’t know how much HMRC is owed.  And we don’t know the value of Craig Whyte’s security.  In the same report from the administrators earlier this month, they advise that they are seeking to clarify how much, if anything is owed to RFC Group.  Again, this is a fairly fundamental point if you’re looking for ‘unconditional offers’.

And then there’s Ticketus.  Earlier this week, their involvement with the Blue Knights group apparently came to an end.  Last Friday, it looked like Paul Murray’s group would emerge as preferred bidders and enter a period of exclusivity.  Duff and Phelps reportedly demanded £500,000 in the form of a non-refundable deposit to proceed with the bid.  Ticketus, we are told, would not put up the money.

Asking for an up front, non-returnable deposit would be an entirely normal way to proceed.  Payment demonstrates good faith and gives the seller comfort in relation to the purchaser’s ability to fund the deal.  The sum Duff and Phelps asked for was not unreasonable or unusual in the context of a transaction of this size.  So why did Ticketus back off?  Hard to say.  But they face a loss of somewhere around £15m, depending on the precise terms of the deal with the Blue Knights.  Is it perhaps understandable that they did not want to throw another half a million into the pot?  Probably. 

Or did Ticketus simply defect to the Singaporean, Mr Ng because he put a better deal on the table?  It looks like it but Bill Ng has now expressed his frustration with Ticketus who appear to be applying increasing pressure to improve the outcome for themselves. 

If we think back to a couple of weeks ago, the administrators went to court to ask for guidance on the circumstances which might justify them breaching the Ticketus contract.  The Judge’s view was that the law says an administrator has to act in the best interests of the company’s creditors as a whole.  He added that there would be circumstances where an administrator would have to breach a contract (or decline to perform it) if performing the contract would conflict with that overriding duty to act in the best interests of the creditors as a whole. 

If Ticketus are holding prospective purchasers over a barrel, Duff and Phelps might have to move closer to walking away from this contract.  Which means Ticketus would have to claim in a CVA, increasing the level of creditors by over £25m and diluting the return.  And perhaps open up the prospect of further litigation.

Which brings us to the final development this week which was the intimation of legal proceedings against Collyer Bristow, the solicitors who acted for Craig Whyte in the acquisition of Rangers, by the administrators. 

One of the questions which has to be asked when considering a CVA is whether the company is engaged in litigation or has litigation pending. 

Although administrators do not enter litigation unless they are confident of their position, the outcome can never be certain.  What IS certain is that it will take a long time and will cost a lot of money.  And that’s another barrier to an ‘unconditional offer’.  Who will pick up the costs of the case if Duff and Phelps lose?  Why should a purchaser, who is only interested in the future of the club, pick up liability for fighting old battles?

The odds against the administrators being able to deliver a CVA are stacking up.  Are Duff and Phelps moving to the second purpose of administration which is the sale of the business and assets?  Developments over the next few days may prove crucial.


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