Close Brothers and the new golden age at Ibrox

The summer of 2012 was the teachable moment.

It cried out for some unequivocal act of collective expiation on behalf of everyone associated with the Ibrox brand.

Yes, there was this apology by Malcolm Murray.

However, his statement of contrition was met with a predictable response from The People.

Charles of Normandy and the Gallant Profiteers built their business on pandering to klan.

The man with big Yorkshire hands fed them a false narrative of grievance.

This has inexorably led the Sevco customer base to be increasingly credulous to anything that is offered to them as a good news story.

The news that Close Brothers had been paid was greeted as a harbinger of a new golden age at Ibrox.

I had a feeling that the reality might be a bit grubbier and I waited to hear from a trusted source today.

He has just told me that, according to his information, that Close Brothers had called in their £4m loan.

Apparently, the financial institution had been watching developments at Sevco with increasing concern.

He mentioned the constant drubbings in court, building up substantial legal fees and the absence of annual accounts.

Therefore, he said, the club was forced to press the share issue button.

When I asked him how much he thought had been raised he paused and said “no more than £5.1m”.

Of course, that covers the Close Brothers loan with a bit to spare, but not much.

The share issue itself represents a major haircut for some RIFC directors.

They must be cursing the day that they were talked into participating in the Off Licence Putsch.

As for the Takeover Panel, I am very surprised that they gave their blessing for this share issue to go ahead.

That is if they were consulted beforehand.

If they weren’t then this could become very messy.

Very messy indeed.

I cannot see how all of this ends well.

Whenever Sevco does arrive at some discernible endpoint in this saga do not be surprised if the Ibrox customer base wants the rest of us to say sorry for their predicament.

28 thoughts on “Close Brothers and the new golden age at Ibrox”

  1. Something just occurred to me about this. If they had a share issue then who is the new player(s) who bought the 25.5M shares (assuming a 0.20p/share price) to bring in the 5.1M Pounds of new money? Who in their right mind would buy these shares that are for all intents and purposes worthless? I know that here was talk of the 1872 lunatics having about 1M to kick in but that means that someone else came around with the additional 4.1M. I can grasp the Directors loans being converted and them not having a choice in the matter, but not someone setting fire to 4.1M of their money.

    My guess is they sold future ticket sales along the lines of Ticketus model, simply re-did the terms of the Close deal and it cost more in interest payments, or they found another distressed lender similar to Close who wanted to make to make a quick score on interest money. Essentially it looks like they robbed Peter to pay Paul and will still need more money to come in in the new year.

    Reply
  2. Whether Close Brothers called the loan in, or they paid it off via some other financial chicanery, the end result is the same. But I’m wondering if the auditors had this as a sticking point before agreeing to sign off on the accounts. By the way, shouldn’t they have been issued by now?

    Reply
    • Peter, the auditor’s role is not to make business decisions in any way, including financing decisions. Their mandate is to audit the financial results and provide an opinion as to whether the results represent a true and accurate reflection of the business for the period in question (income and cash flow statements) and the date of the statements (balance sheet and statement of shareholders equity). As long as what the accountants presented to the auditors is accurate, the auditor isn’t in a position to demand anything because that isn’t their role. Additionally, audotors are also tasked with making an independent assessment of whether the business can continue as a ‘going concern’ or whether there is uncertainty regarding this. RIFC’s auditor has already noted that RIFC is at risk and was satisfied that NOLA (DK) would provide a financial backstop as of 6/30/2017. Partially repaying a loan to an external party is unlikely to sway their auditor one way or the other in this regard if there is still a balance outstanding and the underlying business hasn’t improved since the balance sheet date (June 2018).

      RIFC has historically published accounts in late Oct or early Nov. We should see them within the next 3 weeks or so.

      Reply
      • Totally agree with you, and I have audit experience (albeit many years ago). However, let’s not pretend that the auditors don’t have any power to get what they have serious issue with – especially if it impacted ability to issue going concern opinion or even potential insolvency risk. If they were going to have a problem with signing off on the accounts because of something that had happened (or had not happened) then it would be raised to the Management team to rectify.

        My point was that the entire Close Bros loan may have presented a problem to the auditors in that they were led to believe at the last audit that New Oasis (King) would backstop funding. Instead, King went out and got the Close Bros loan and tied up every asset of value with a fixed charge. That would not sit well with any audit company worth their salt and would bring into question whether the company was actually solvent. So yes, the auditors may have had a material issue with this arrangement!

        Reply
  3. After years since since the SFA granted a licence to Rangers to participate in 2012 UEFA competitions the Res 12 guys have finally run out of patience after being led up the garden path by both Celtic and the SFA throughout these years.
    Finally the investigation into the biggest fraud in the history of Scottish football can be removed from the greasy hands of our football authorities and handed over to Police Scotland Fraud Squad and the Procurator Fiscal.
    It should take them all of 5 minutes to cut through the fog created by the SFA and Rangers in this matter and recognise that a serious crime has been committed and that an SFA member club and its shareholders have sustained a major financial loss as a result.
    ldentifying the culprits shouldn’t be difficult. Who signed off on the UEFA licence on behalf of Rangers?
    Who waived through the application at the SFA without giving it a modicum of due process?
    Ditto Grant Thornton.
    Bear in mind the Sheriff Officer visit to Ibrox re the unpaid ‘ wee tax bill’. It’s not as if people were unaware of it or it had appeared out of the blue.
    Around this time phrases like ‘ the bill had not yet crystallized’ or ‘payment terms were being discussed with HHMRC’ were being bandied about.
    Both of course were plain lies, either being made by those in the know or those who had taken the word of those in the know as gospel and couldn’t be arsed picking up the phone to HMRC for confirmation.

    Reply
  4. I recall the last time The Rangers were shouting from the rooftops about a financial victory over Mr Ashley. Turned out that the Lying King forgot to tell the hordes that a payment of £3M had been paid for the ‘release’ and then it transpired that there was no ‘release’. Phil did say at the time that the Devil was in the detail of that ‘victory’. Turned out he was right.

    I would like to remind the gloating people on here that he did predict that RFC(IL) would enter administration and subsequently liquidation in 2012. Other journos scoffed at his claims.

    I suspect that, as usual, there will be a few hidden skeletons in cupboards waiting to fall out regarding this latest financial ‘victory’. There always is with Sevco.

    Reply
  5. No surprise if Close Bros were getting a bit nervous about the repayment due in February.
    As you rightly point out those who have ponied up for the soft loans must be questioning their own sanity, hence the need to find other sources of finance.
    Unless Liverpool want to give their former captain special terms where will the funds come from to sign the current loanees on permanent deals in the January window?
    Catch 22, because if the SPFL title is the Holy Grail then either Tavernier or Morelos, or both, will have to go to fund the signing spree.
    On another note Neil McCann has been sacked and his rant at ref Steven McLean about his decision in the Killie game could cost McCann his job has come to pass.
    The dive was referred by the Compliance Officer and Killie swallowed the offered two match suspension as they had no option, so clear was the dive taken by the player.
    Suspension for the player, sack for the manager, and the ref?
    Not for the first time this ref has been found wanting and, no doubt, within a couple of weeks will be back strutting his stuff in his Specsavers sponsored kit.
    Sure, Dundee has had a terrible start to the season but the final straw for the board was the points dropped to Killie.
    There’s something wrong with a system that can retrospectively impose suspensions and punishments due to wrong calls by the officials yet allow the impact of the end result costing people their jobs or seeing a club relegated and even perhaps pushed into administration.
    Just imagine that this was the last game of the season and Dundee needed a point to stay up!

    Reply
  6. Phil, if one were to cross reference Note 28 on page 57 of RIFC’s 2017 annual report against the Rule 9 offer sheet, it is quite easy to see which investors had shares issued in lieu of principal repayment on their shareholder/director loans. The sum of these shares was 33m, leaving the remaining 26,674,906 shares issued in exchange for cash. At a price of £0.20/share, the recent share offering brought in £5,334,981.20 in fresh cash. That is, of course, before expenses related to the special shareholders meeting and ancillary costs of the share issue.

    For reference, the shareholders who were issued shares in lieu of debt repayment are: NOLA (Dave King), Scott, Bennett, Ross, Park, Letham, and Taylor. It is possible others on the list (Borita & New Trace) loaned RIFC funds since the last annual report and also had their loans also repaid with shares, and that will be clear once the annual accounts for 2018 are published in a few weeks time. Important to note that only directors would have to immediately file with the Companies House (and even then only registering as a person of significant influence rather than disclosing the sum of the loan) if they loaned RIFC funds and non-directors would only be disclosed on the annual accounts. So the £5.3M above should be a ceiling for new cash brought in.

    Also, I am going to officially cast my doubts on whether the entire £4m loan was repaid. There were originally 2 charges outstanding from Close, and only one of them (the second, presumably smaller one) was released. The first charge is still outstanding, so there must still be a balance outstanding. If, and I emphasize if, Close had a contractual right to call their loan on Oct 15 before the maturity date, that loan is now in technical default. And before anyone goes all crazy saying Rangers is about to enter Administration 2.0, the word ‘default’ in this context is likely to be contractually defined as well as the penalties that can be imposed. While administration is one of the possible outcomes, there is specific reference in the charge document relating to a default interest rate. AKA it’s a technical term term that allows the lender to escalate the interest rate under certain circumstances and not necessarily push the borrower into administration or liquidation. This is actually a very common clause in corporate lending agreements even for AAA rated multinational conglomerates, and usually the remedy available to the borrower is to refinance the loan at a higher rate after having their credit rating downgraded. For smaller businesses like RIFC (and Celtic) who arent covered by the credit rating agencies, lenders will substitute financial metrics such as leverage ratios or interest coverage ratios and then require financial statements on a set schedule. If the ratios are breached or the credit rating is downgraded, the borrower is in technical default, and the loan is callable at the lenders option with a default interest rate if the borrower doesn’t immediately repay the loan. It’s essentially a mechanism for lenders to price their loans based on the risk they’re taking, and if the risk profile changes the price (interest) of the loan goes up proportionately.

    This is a little speculation on my part, but I suspect RIFC delivered the annual results to Close on Oct 15th as contractually required, and that something in the results triggered a technical default. Having excess cash in the bank from the recent share issue, Rangers then repaid one of the loans and is seeking additional funding to refinance the remainder with a new lender. Note that any new loan would not necessarily bring fresh capital into RIFC if the proceeds will be used to repay the existing loan.

    Reply
  7. Jb who bought into a company that on paper (not recieved eL money yet) with big Mike ready to pounce, and no more fans than who are describbed as hooligans, i for one just will wait until the end of january as i have £3.6m cash and if charlie can i can easy pickings Jb.
    Oh and check court dates or speak to pro’s.

    Reply
  8. You know something Phil I used to enjoy your little snippets and very interesting they were.
    This loan was paid back so what are you saying now.
    For the avoidance of doubt you’re sources are a mile off the pace…….or am I wrong?

    Reply
  9. Yes the good old days are back as Phil Mac Giolla Bhain has just com firmed, “It’s all about The Rangers” nothing else in Scottish football matters, Celtic fans like Phil are so obsessed with everything Rangers they forget all about their own team, bad things happen a lot to most businesses who are 145 years old, Banks, The stock market, all sort of businesses, including football teams, and sometimes it is the fault of the people in charge of these businesses and not the business or company itself, believe it or not it even happens at Football clubs, and big football clubs a lot bigger than Rangers, however I am sick to death of listening to obsessed halfwits looking to make a name for themselves by harping on about old crap news, maybe if they started looking at their own back door they will find that things are not all rosy, and take of this what one must, but there is going to be a bombshell dropped soon which none of you will be able to hide from and then we will see up to date news for quite a while. And Yes real films are going to be made of this not fantasy films. However they are ready and money has been saved for the case. See you all real soon. Watch for my update. J.B. Ex investigating officer.

    Reply
    • If you were to decipher into the Queens’ English what your hooves have just battered out it may have saved my time reading it, and yours typing it.

      Reply
    • Your team are nearly SIX.
      You have won NOTHING major.
      You have cheated everyone since 1912.
      Your masonic orangery will be sold and your high and mighty are already being hanged or shot.
      Jimmy Broon, you ARE the weakest link.

      Reply
    • Ok… that’s you grasped commas. How about having a go at full-stops and even paragraphing?

      It does require a clear head and a sense of reality though.

      Reply
    • Ah the old obsessed patter, nothing to see here etc etc bollocks.

      Please educate yourself and look up UK Corporate Insolvency Law.

      Rangers FC DIED in 2012. wither you like it or not.

      HH

      Reply
  10. My sources tell me that the chairman of RIFC has financial matters under complete control and has only today written to a tried and trusted source to meet any money problems that people on this site claim to be imperilling the future of Sevc…The Rangers .
    I was privy to the letter requesting funds and can assure readers that it is only a matter of time before a substantial sum arrives in the RIFC bank account .
    The letter began ” Dear Santa , I have been a very good boy this year…”

    Reply
  11. Phil, you will note the fixed charge (signed 12 Feb) was marked Satisfied. The fixed charge was only over the car park and Edmiston House. The floating charge (signed 16 Feb) is still outstanding. It includes the car park & Edmiston House, but also the stadium wifi, catering, PA system, and video screens. Initial purchase value (before VAT) of £5.53m.

    It is likely Close released the fixed charge due to Rangers improved balance sheet via the share issue and EL results. It doesn’t mean anything was paid.

    Reply

Leave a Reply

error: Content is protected !!

Discover more from Phil Mac Giolla Bháin

Subscribe now to keep reading and get access to the full archive.

Continue reading