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Terms and conditions

In all the clamour around Rangers yesterday, the least emphatic voice belonged to Craig Whyte.

After day of posturing and horse-trading, fundamentals remain the same for Rangers
After day of posturing and horse-trading, fundamentals remain the same for Rangers

He is seen as a marginalised figure, easy to dismiss because so much of what he has said during the past nine months has turned out to be disingenuous. He daren't even turn up at Ibrox for fear of how the supporters would react; he has become this drama's hostile figure, generating only scepticism. Yet the club's future remains, for now, in his control.

There are two ways for Rangers to exit administration. The first is for 75% of the creditors to agree to a Company Voluntary Arrangement [CVA], which is essentially the offer of a dividend on their debt. The other method is for liquidation, when the administrators sell the assets – Ibrox, Murray Park, the Albion car park and the staff – to a new company, which in turn applies to the Scottish Premier League and the Scottish Football Association for re-entry into the top division.

Whyte's presence cannot be discounted in either scenario. This detail was one of the factors behind the differing statements of Dave King and Paul Murray yesterday, with the former saying that liquidation is "inevitable" and the latter claiming it is not. They were applying pressure to the other parties involved. Horse-trading was taking place around Rangers, and it seemed significant that the two men suddenly moved back into prominence at the same time, and the day after Murray held discussions with Her Majesty's Revenue and Customs.

Following King's statement, which included his intention to sue Sir David Murray and be involved in Paul Murray's Blue Knights Consortium, the latter then pledged in a morning radio interview that he would make a conditional offer for the club by the administrator's March 16 deadline. The sense was of forces gathering momentum, but there are complications to be overcome in any attempt to secure Rangers' future.

Along with Whyte, HMRC will dictate what happens to the club. For all the claim and counter-claim yesterday – the slew of public relations initiatives – the fundamental aspects of the situation remained unaltered. While Whyte is still the secured creditor and major shareholder, he will retain control of the club if a CVA is successfully agreed.

For that to happen, HMRC, as the dominant creditor, would need to vote in favour, since they are already owed £15m in taxes unpaid during Whyte's ownership and will expect to be due more once the first-tier tax tribunal delivers its verdict in the coming weeks. That potential liability will be factored into the CVA if it has not been determined before the creditors are ready to vote.

The CVA scenario appeals to Paul Murray as he will not want to buy a club that faces sanctions from the SPL and cannot play in Europe for three years because it is a new legal entity. To make the CVA happen, though, he needs to come to an arrangement with Whyte, who will surely not consider walking away without some financial reward, particularly since he claims to be personally liable for the £24.4m borrowed from Ticketus.

"A CVA is not selling the club, it's bringing it out of administration under Craig Whyte's ownership," says Neil Patey, a partner with Ernst and Young. "There is one scenario where Craig Whyte could agree with the administrator that they come out with a CVA then he immediately sells his shares to a new owner and they would all agree how that money was divvied up. But Whyte's got to come to the party, because the administrator doesn't own the shares."

Murray may have little enthusiasm for dealing with Whyte, even with the administrators as the go-between, but it is the only way he can buy the club without it being liquidated, unless Whyte's status as secured creditor is successfully challenged in the court. The administrators have said they are investigating his status, but have not yet revealed any legal moves.

It also remains unlikely that HMRC will be keen to agree a CVA if Whyte remains the owner of Rangers, since he ran up a significant tax bill in the past nine months. They, too, would want some kind of guarantee that a buyer is in place and that the deal will be done immediately after the CVA. There is a balance to be struck, though, since the CVA offer has to be high enough for it to represent a better deal to HMRC than the club being liquidated, but not too high that it pitches the purchase price beyond a reasonable figure.

HMRC seldom agree to CVAs, and always vote against them in the case of English football clubs, but the circumstances at Rangers might persuade them to be more amenable. In Scotland, there is no football creditor rule, which demands that football debts are paid before any other creditors receive their money, and which HMRC is challenging in court.

"They always vote against CVAs in England because of the football creditor rule," says a financial source with experience of administrations in the Football League. "If there is no such rule in Scotland, then maybe the revenue would support a CVA. You would imagine that they would want Rangers to be reinstated as a well-run club that pays huge amounts of tax regularly."

Liquidation, though, remains the more likely outcome. With the assets sold to a newco Rangers, Whyte would have to receive his £18m of secured debt first, with the other creditors receiving the balance of any sale price. If Paul Murray is the only serious purchaser, there is no need for him to bid high in those circumstances, and so HMRC could end up receiving nothing, or a minimal amount, which further strengthens the case for a CVA. They could, however, demand tax payments in advance from the newco Rangers.

There are other manipulations, though. Whyte is vilified by the Rangers support and even if he has been brazen and audacious, he will understand the unwelcome publicity that would result from being seen to hamper any deal. If he can find a way round his personal liability to Ticketus, his only investment has been the £1 paid for the shareholding, and so any return represents a profit.

The administrators are weighing up all these competing influences as they try to bring the club's finances back under control. They have been criticised for not making redundancies, and for seeming to drag their heels. The process will take several months anyway, though, and to reduce costs by £1m a month they need to release high-earners such as Allan McGregor, Steven Davis, Steven Whittaker and Steven Naismith.

They are assets, though, and Paul Murray would have been clear in his discussions with the administrators that his offer will reflect the strength of the team he inherits. The negotiations with the players on wage cuts have been an attempt to buy the club time, although in England, wage deferrals have been common. "It's terribly naive to approach footballers and ask them for a wage cut," says the financial source. "In conjunction with the PFA, we get players to defer their wages in England. They're willing to do that because of the football creditor rule. Having found someone who expresses an interest in buying the club, I would ask them to start assisting with the funding."

Murray is unlikely to be willing to spend £1m a month without a guarantee that he will eventually buy the club. The statements made by all parties yesterday were essentially posturing around these key issues. The administrators were warning that without serious discussions beginning with Murray, they will have to cut key players or else the team wouldn't be able to fulfil its fixtures. Murray and King were distancing themselves from the previous board and generating goodwill among the fans. Whyte, without stressing it, was reminding everybody that he cannot be ignored.

There will be an outcome that continues Rangers' existence, but the terms of that are being tussled over in public.

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