Takeover body knew Ticketus loan was funding club buyout
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CRAIG Whyte’s deal to buy Rangers with the help of money from the rights to future season ticket sales was known about in advance by the UK’s takeover regulator. A fraud trial jury has been shown details of a note in which a representative of the Takeover Panel, the independent body which polices company mergers and buyouts, recognised that there was a deal in place with London-based investment firm Ticketus to raise funds to clear the club’s £18 million debt with Lloyds Banking Group when Whyte took over.
The file note was dated March 30, 2011 – 37 days before Whyte took over the 85 per cent shareholding of Sir David Murray, sold for £1 with conditions contained in a share purchase agreement.
Murray earlier told the trial he would “categorically not” have handed the club over if that was how a deal was being financed. Solicitor David Horne – a key adviser to Murray – was asked by Whyte’s QC Donald Findlay if it would surprise him if the Takeover Panel knew of the Ticketus deal. He replied: “That would surprise me.”
Findlay went on to show Horne the note from a Raymond Phillips at the Takeover Panel which talked about the “current proposal” and said: “Craig Whyte would use future sales of season tickets to replace Lloyds bank funding”.
Findlay suggested that a “whole range of people” knew about the Ticketus deal and that Murray could have found out.
Horne said it was “not obvious at all” and said: “We had no knowledge”.
Whyte, 46, denies the two charges against him, one of acquiring the club fraudulently in May 2011 and another of “financial assistance” under the Companies Act – which centres on the £18m payment, between Whyte’s Wavetower company and Rangers, using Ticketus to clear the bank debt with Lloyds.
Part of the allegations against Whyte is that he pretended to Murray and others that “funds were available” to make all agreed-to payments. These are said to also include the £2.8m “small tax case” liability, the £1.7m health-and-safety liability plus £5m for the playing squad.
Earlier, Horne was shown a note which it was suggested showed he knew in November 2010 that Whyte was in contact with Ticketus over a £15m loan facility.
But Horne said that he thought it was just for working capital for the club after takeover. Findlay suggested the Murray team wanted to sell “for right reasons or not” provided Rangers’ debt was cleared. He questioned Horne on how much was spent on “due diligence” on Whyte before the takeover, noting that other bidders were checked by accountants PwC.
Horne initially replied “Not very much at all”. Findlay asked: “£20? More? Less?” The witness: “I don’t know – possibly nothing.” Findlay: “That was what was spent – nothing?” Horne agreed and said they “did searches on the internet”.
He added: “We took comfort that he had reputable advisers.If anything had been thrown up that suggested any impropriety the deal would not have gone ahead.” Findlay also asked about an email from one of Murray’s advisers, Mike McGill, that “let slip” there were other investors.
Asked if that was investigated, Horne said “no”, adding Whyte should have made the disclosure.
Prosecutor Alex Prentice QC later went on to ask Horne: “On the face of it, was Murray keen to complete the deal?” The witness: “Yes.” Prentice: “Would he have sold no matter what?” Horne: “No.”
The week began with the jury hearing that Craig Whyte had told a prospective business partner that his firm had £60m of assets.
London financier John Newlands said he had seen documents relating to Whyte’s Liberty Capital company.
If anything had been thrown up that suggested any impropriety the deal would not have gone ahead