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Tuesday 14 April 2015

KISSING THE BADGE (GOODBYE)!

There's some interesting stuff over on McMurdo's website...sorry...the 'Rangers Supporters Loyal' website. A character called Ninjaman is waxing lyrical about 'the good old days', when men were men and goats knew which side their bread was buttered.  Ah...the Murray years...

"That day at Pittodrie when we clinched our first title for nine years will live with me forever. Anyone who was there will say the same. We had done it, and we’d deserved it. We were the best team in the country...I still look back in awe at the type and standard of player we had. Just frightening to think of."

What's even more frightening is that folk like this can't understand that they 'deserved' nothing of the sort. All that triumph, all that glory, was paid for by you and me. Schemes were put in place so that they didn't pay their fair share of tax and banks handed money willy-nilly to David Murray; our money, from our savings etc. I knew somebody that worked for Murray at the time and every day was spent on computers, moving money from this account to that account, inflating the apparent value of all holdings while they were worth virtually nothing. That kind of shell game can't last forever and the whole thing eventually came crashing down. The Peeppul, however, see nothing wrong in it and would be quite happy to go back to those days; after all, it was Whyte (spit!) that caused administration, wasn't it? (Just don't mention the 'L' word.)

It seems the scenario that McMurdo's Mob is looking for is for the Real Raynjurz Men to somehow get together with Mike Ashley:

"...this will deliver once again a strong, thriving, financially secure and successful Rangers as a business and outstanding football teams who will thrash all comers at Ibrox".

Aye, right! They still don't get it. Rangers never was 'strong, thriving, financially secure' and its success 'as a business' was all smoke and mirrors. Those days are over. We're all more vigilant these days and nobody is going to stand by and let The Peeppul's new team ride roughshod over the rules like their old one did. Besides, the banks are all regulated nowadays and it'll take more than an Edinburgh Academy tie to get handed millions in loans. In point of fact, no bank will touch the new club with a bargepole, meaning that they are totally reliant on the largesse of 'sugar daddies'. Unfortunately for them, rich men are not renowned for their philanthropy. Ashley has already shown that he's quite willing to lend money; but at a price.

While everybody's greetin' (or laughing!) about the crests and Broxi Bear, King and his cronies are trying to calm everything down by the simple expedient of claiming that, once Ashley is paid back then the problems are over. Exactly when they're going to pay him, however, has not been stated. Things might not be quite that simple, though.

Here's the bit of the loan contract that deals with Murray Park etc:

The Club will transfer 26 per cent of the share capital in Rangers Retail Limited to SD for the duration of the Facility, which will be transferred back, at no cost, upon repayment of all outstanding sums owed by Rangers and its subsidiaries to SD. There is no specified repayment period for the first tranche of the Facility.
"The Facility is to be secured by (1) a floating charge over the Club's assets and (2) fixed charges over Murray Park, Edmiston House, Albion Car Park, and the Club's registered trademarks.


Things are pretty straightforward there. Once the loan is repaid, the assets will be transferred back, 'AT NO COST'.

On the other hand, there is a slight difference in the section of the contract that deals with the IP rights:

On irrevocable payment or discharge in full of the Security Liabilities, the Lender will promptly at the request and cost of the Assignor re-assign the Assigned Rights to the Assignor (or as the Assignor shall direct.

See it? 'AT THE REQUEST AND COST OF THE ASSIGNOR'. Everybody seems to have overlooked that bit. The operative word is obviously 'COST'.

So, as soon as Ashley gets his £5m, Murray Park, the Albion Car Park and Edmiston House will immediately be handed back. As for the badges etc. Bisto FC is going to have to 'request' their return and stump up an unspecified sum. It looks like Ashley's got the Real Raynjurz Men tied in knots. They really shouldn't have pissed him off. And what's Sandy Easdale up to? He might be a big fish in a small pond but a pike in a canal can still take your fucking fingers off if you stick your hand too near it!

King, his cronies and The Peeppul should be scared shitless at the silence of Mike and Sandy. I might be mixing my metaphors a bit here after mentioning big fish, but when you're going into battle against a wasp, you need to know where it is. Whether you're going to chase it out the window or beat the bastard to death with a rolled-up newspaper, there's nothing worse than the brute hiding somewhere, quietly waiting its chance to get you when you're least expecting it. The Real Raynjurz Men are going to get stung; badly.

Meanwhile, one, or maybe more, of The Peeppul decided to decorate a Sikh temple with a swastika. How do I know The Peeppul were involved? Two reasons. Who else in this country of ours is so full of racial and religious hatred? And who else in this country of ours would be so fucking thick as to write Islamophobic bile on a Sikh temple?

I see The Proclaimers have penned a new song about Jimmy Savile, the paedophiles at the BBC and the paedophile ring at Westminster. It's commendable that they're highlighting this national disgrace but, unfortunately, you just know that it's going to be co-opted into The Peeppul's songbook; minus the bits about Westminster, of course. A song of protest and a cry for justice will be turned into a vile, point-scoring exercise by a bunch of racist, sectarian scum. With any luck, though, Ashley and Easdale will have killed off their new club before they discover the song.

And what is it with the Daily Record? 'Anyone but the Tories' they proclaim, but then they spend all their time attacking the SNP! The latest stuff about a £7.6bn 'black hole' comes from the supposedly-independent Institute for Fiscal Studies. Readers of 'Fear and Smear' will know that this organisation relies on funding from Westminster, so it's hardly 'independent'.

Speaking of 'Fear and Smear', what's happened to the reviews on Amazon? Come on - get your fingers out!




"We don't need no steenkeeng badges!"


5 comments:

  1. Hi Pat i read this on CQN The Battered Bunnet
    15:49 on
    13 April, 2015
    Play mischief for me…

    Consider:

    In 2012, TRFC Ltd entered into a joint venture with Sports Direct, such JV named “Rangers Retail Ltd”, the purpose of which is to maximise revenue from the sale of Rangers branded merchandise.

    SD had 49 Ordinary A shares, with TRFC having 51 Ordinary B shares.

    While TRFC has a nominal majority of the shareholding, A shares carry twice the voting weight of B shares on all Financial matters.

    Proceeds from the JV are distributed to shareholders via dividends from profit, such dividends being voted on. As a financial matter, SD’s A shares carry the vote on dividends.

    [NB The Board can elect to distribute different levels of dividend to different classes of share]

    TRFC borrowed £5M from SD recently, the loan being secured on the training ground and other properties owned by RIFC, and additionally, the Intellectual Properties of the ‘Rangers’ brand, including all trademarks, and the legal right to trade as “Rangers FC”.

    SD has since been assigned formal ownership of the IPs and the thus the “Rangers FC” brand.

    Further, under the terms of the loan, SD is permitted to nominate 2 Directors to the board of holding company RIFC plc for the duration of the loan.

    Additionally, as a condition of the loan, TRFC transferred 26 of its B shares in Rangers Retail Ltd to SD.

    On transfer, these B shares automatically became assigned as A shares.

    RRL’s share structure as of now is:

    TRFC 25 B shares
    SD 75 A shares

    ReplyDelete
  2. Next part
    Both the ownership of the IP and the 26 transferred shares revert back to TRFC once the loan has been settled.

    There is no set timescale on repayment of the loan, but it is understood that the loan can be settled by TRFC or called in by SD at each party’s discretion.

    With 75% of the ordinary voting rights of RRL, SD is now able to unilaterally approve Special Resolutions to change the Articles of RRL, for example, to issue more shares. In such a circumstance, all shareholders would have a right to participate, provided they have the means to subscribe for (cash to purchase) new shares.

    In the meantime, in given circumstances – such as irreconcilable dispute – the Articles provide that SD has the right to buy out TRFC’s shares for a sum equivalent to 50% of the previous year’s profit.

    Here’s where the mischief comes in…

    SD can, with a Special Resolution, dilute TRFC’s shareholding by issuing new shares to a level that TRFC cannot afford to subscribe to. Say, the issue of 400 new Ordinary shares at a premium of £25,000 each share, thus injecting £10M of new capital into RRL.

    In this circumstance, assuming TRFC does not have the cash to participate, the revised RRL shareholding becomes:

    TRFC 25 A shares
    SD 475 B shares

    ReplyDelete
  3. Part 3

    At a stroke, TRFC’s holding in the company is diluted to 5%. Even were TRFC to pay back the loan, they would only gain an additional 26 shares – being the original 26 shares transferred under the loan agreement – giving them a smidgeon over 10% of the revised shareholding, with SD owning 90%.

    However, remember that as a condition of the loan, SD as a right to nominate 2 Directors to the board of RIFC plc.

    Lets say, for the sake of er.. mischief… that SD formally nominated Derek Llambias and Barry Leach, such nomination being executed prior to the EGM.

    As we know, the EGM voted to remove Llambias and Leach from the board of RIFC, thus POTENTIALY creating a default on the terms of the SD loan.

    With the loan in default, SD now holds the whip hand, and can direct matters as they determine.

    Mischievously, SD might elect to:

    1) Pursue a share issue at RRL as described above
    Thus causing an irreconcilable difference between the parties and…
    Institute the measures permitted under the Articles in the event of such a dispute and effect the buy out of TRFC’s shareholding.

    And/or
    2) Insist on the appointment of Llambias and Leach
    Thus causing an irreconcilable difference between the parties and..
    Institute the measures permitted under the Articles in the event of such a dispute and effect the buy out of TRFC’s shareholding.

    And/or
    3) Vote to distribute dividends from RRL only to holders of A shares, thus excluding TRFC from a share of profits from its own retail division.
    Thus causing an irreconcilable difference between the parties and..
    Institute the measures permitted under the Articles in the event of such a dispute and effect the buy out of TRFC’s shareholding.

    You get the idea. SD can legitimately create the circumstances where the parties are demonstrably in dispute and take RRL off TRFC’s hands for the small sum of last year’s profit.

    Thereafter…

    In attempting to recover some of the sums due under the loan, might SD elect to sell the brand properties…

    Remember, I like mischief.

    …supposing SD elects to sell the brand rights for the same sum as they were last bought for on the open market, when, of course, Sevco Scotland Ltd (now TRFC)bought them from the Administrators of Rangers plc, and paid the princely sum of… One single pound sterling.

    [NB That's the true sum paid to D&P]

    How could TRFC possible complain that the rights were sold for less than market value when they themselves paid the same sum for the very same rights less than 3 years ago?

    Not just small mischief…

    …SD elects to sell the brand rights to… none other than Rangers Retail Ltd, the now subsidiary company of SD.

    Erra Gers intellectual properties, All furra pound.

    Thus might TRFC lose its retail merchandising division, assorted trademarks, and the very right to trade as “Rangers FC”, to its very own merchandising division, now owned by SD.

    In the meantime, SD has the small matter of the remaining outstanding £4.99M balance of the loan, such loan being further secured on the training ground, car park and a building on the Ibrox apron.

    Quite the dilemma. What to do?

    As Paul Murray noted last night in a statement written by Edward J Smith, and issued by RIFC:

    “..the position is not as alarming as it may first appear.”

    Mischievous guy that Paul Murray. Great sense of humour. And great hair too. What’s left of it…

    ReplyDelete
  4. Just so its clear the post above was written by the The Battered Bunnet on CQN
    I see Phil is claiming that big mick Ashley is pist off and is going to make a move in the coming weeks
    Jelly and icecream anyone

    ReplyDelete
    Replies
    1. There's no way out for the Real Raynjurz Men. And I'm still wondering about that 'cost' outlined in the loan agreement to get the badges back.

      Delete