The Blue Knights' bid to buy Rangers could still be scuppered by a series of demands made by Craig Whyte in return for his shares, despite the club owner being fined and banned from Scottish football for life by the Scottish Football Association.
If the consortium led by Paul Murray, the former Ibrox director, is unable to progress, then the US towing tycoon Bill Miller would be the only potential buyer left, and his plan effectively involves a form of liquidation.
Before the SFA released their disciplinary measures last night, Whyte had said that he would relinquish 60% of the club in return for retaining 25% for himself. He also wanted a representative on the Ibrox board and first refusal in buying back his shares if they are put up for sale. Those demands would seem impossible under the SFA's lifetime ban "from any participation in Association Football in Scotland".
Loading article content
Yet Whyte was also seeking a binding agreement from Rangers' new owner that he will not be the subject of any future legal action – which is likely to be the key issue – as well as four seats in the directors box.
The Knights are involved in ongoing talks with Ticketus, the finance firm that loaned Whyte £27m to complete his takeover last year, which would remove them from the creditors pot. Murray's consortium was ready to submit their £10m offer, though, and attempt to agree a Company Voluntary Arrangement with the creditors that would allow Rangers to exit administration.
The SFA's sanctions, which include a 12-month ban on registering new players, is likely to prompt the Knights and Miller to reconsider the terms of their offers. But Murray's consortium is adamant that any bid is on condition that the administrators deliver Whyte's shareholding, which they cannot guarantee.
"Ticketus have repeatedly said for weeks they have an agreement with him," said David Whitehouse of Duff & Phelps. "We've been specifically asked not to do anything with relation to his shares."
This vicious circle – the Knights want Whyte's shares, and the administrators say only Ticketus can deliver them – could leave Miller as the last bidder standing. He has agreed to a request by Duff & Phelps to delay his offer, which involves the football assets being moved to a newco while the old company seeks a CVA with the creditors.
"I will wait to enter into exclusivity in order to give The Blue Knights/Ticketus more time to put an alternative offer on the table for the administrators to evaluate," Miller said. "I will leave it to Duff & Phelps to determine when they want to identify their preferred bidder.
"Until then, I am moving forward with my process and continuing my discussions with all related parties. I can confirm that I did have confidential conversations with the SFA and PFA Scotland representatives. Finally, I will be having discussions with Ally McCoist later to discuss his recommendations regarding the players."
Miller is believed to be uncomfortable with being perceived as a "hostile takeover" when the Blue Knights are backed by Rangers' three main supporters groups. Most fans have reacted strongly against his proposal, since it involves a newco club and because the CVA for the old company seems extremely unlikely when the creditors pot will include Ticketus, who loaned Whyte £27m to complete his takeover. Rangers fans have mobilised in recent weeks, bombarding Duff & Phelps with emails and phone calls, and it is thought that other bidders have withdrawn their interest because of the response of fans.
Miller is seeking clarity from the Scottish Premier League and the SFA about the football and financial penalties that the club might face, including from the SPL's investigation into Rangers' use of Employee Benefit Trusts, which is also the subject of a first tier tax tribunal. The SPL clubs will vote on a financial fair play resolution on April 30, which includes points and financial penalties for clubs that move their league share to a newco.
"If it's deliverable, which it's very close to being, the Bill Miller bid seems to be very strong," said Whitehouse. "If he can [complete his deal] before the start of the new season, the 30th of April penalties wouldn't apply. He doesn't have to put the two companies back together again before the start of the new season. But the operating company would be in a newco before the start of the new season – and therefore wouldn't be subject to the sanctions.
"Whoever goes into this wants to know that they won't have a substantial number of points docked or financial levies placed on them because of [the EBT] issue. All parties are trying to negotiate a clean slate with the authorities. The expectation is that you won't get a clean slate. The scale of penalties is something that both parties are trying to clarify – and I don't think there is any timescale for a decision on this investigation, which is a problem. There has been frustration expressed by purchasers that the SFA can't be clear what sanctions may exist until they conclude their investigation, even though the existence of EBTs has been known for some time because they've been in the company accounts. We have participated with the investigation."
The administrators admit that they have until the end of the season to agree terms with a purchaser, before the wage cuts agreed by the players end, raising running costs at a time when there is no income. Rangers would, then, be unable to continue trading without severe cost cutting. But the administrators still expect to be able to name a preferred bidder "within days".
Ticketus have said that if Miller's bid succeeds, they will pursue Whyte for any money they are still owed. "We'd be in the creditors pot and we have the ability under our original contract with Rangers to pursue Craig Whyte under personal guarantees and we would be reviewing all of our options," a spokesman said.