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Rangers was sold direct to Sevco Scotland, not via Sevco 5088


boss

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It wasn't a Welsh company. The first director Samuel Lloyd has a Welsh address but the company address is London. Irrelevant anyway. Mr Lloyd appears to be someone who sets up registered companies for sale to others soon after incorporation.

http://www.companies...95/samuel-lloyd

There is no distinction, sfaiaa, between England and Wales re company registration. A company is either registered in "Scotland" or registered in "England and Wales". Companies House for the former is in Edinburgh, and for the latter is in Cardiff.

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The Sevco name is just another version of Pacific Shelf, for example.

It is a shelf company which sits, registered, with a director, good to go for use in any new business etc.

What happens is I go along wanting to register "Cooper Coins Ltd" - quickest way is to get an already registered company, buy it, change the name & directors, re-asign the shares. and good to go.

Simple.

What you say is correct historically. Company registrations nowadays are done electronically - if I ordered a brand new company today at 10am, it would be on Companies House register after lunchtime. So there really is no need to take an already set up company and change the shareholders/directors/registered office etc (unless those few hours are critical, which they seldom are). Many solicitors don't realise this yet.

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What you say is correct historically. Company registrations nowadays are done electronically - if I ordered a brand new company today at 10am, it would be on Companies House register after lunchtime. So there really is no need to take an already set up company and change the shareholders/directors/registered office etc (unless those few hours are critical, which they seldom are). Many solicitors don't realise this yet.

I agree, and they still have a "shelf load" of shelf companies sitting there good to go, so often do it that way anyway.

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I agree, and they still have a "shelf load" of shelf companies sitting there good to go, so often do it that way anyway.

Yes, it seems daft that many solicitors and accountants still do it that way, with all the consequent mess, hassle and confusion. Normally much cleaner to set up a brand new company in a few hours.

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Hope The Boss does not mind, but just emailed his points lifted from the D&P papers to Record, Sun, Herald, Scotsman & STV.

Be interesting to see what happens next.

Anyone can use anything I post, no problem.

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There is no distinction, sfaiaa, between England and Wales re company registration. A company is either registered in "Scotland" or registered in "England and Wales". Companies House for the former is in Edinburgh, and for the latter is in Cardiff.

I know there is no distinction between English and Welsh re. company registration, that was really my point when I said it was irrelevant.

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D&P also stated that the agreement to sell the assets was exclusive to 5088 and that:

4.17 Following the extensive marketing of the Company and the extensive sale process, an offer was made by Se vco 5088 Limited (Sev co) to make a loan on certain terms (explained below) in conjunction with the purchase by Sev co of the Group Shares.

4.19 Consequently, on 12 May 2012, the Joint Administrators agreed and signed an offer letter with Sev co (the Offer Letter) and granted Sev co exclusivity to complete a takeover of the Company or a purchase of the Company‘s business and assets by 30 July 2012. Sev co made a payment of £200,000 to the Company for such exclusivity.

4.23 In the event that either this CVA is not approved, or the other Conditions of the loan are not satisfied or waived by 23 July 2012, Sev co is contractually obliged to purchase the business and assets of the Company for £5,500,000 by 30 July 2012. All further terms of that sale have been agreed in advance and are confidential.

So if then the assets were sold directly to another party - Sev co Scotland for example -Is this not a breach of contract and Whyte is therefore able to claim is he can prove a direct and substantiated link to the 5088 company...?????????????????

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So if then the assets were sold directly to another party - Sev co Scotland for example -Is this not a breach of contract and Whyte is therefore able to claim is he can prove a direct and substantiated link to the 5088 company...?????????????????

We know all that. Your quote even says the other terms of the contract were confidential, one of which perhaps allowed assignment. The assets were not, in the end, sold to Sevco 5088. And so what if Whyte can demonstrate an interest to Sevco 5088? It's nothing to do with us.

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D&P also stated that the agreement to sell the assets was exclusive to 5088 and that:

4.17 Following the extensive marketing of the Company and the extensive sale process, an offer was made by Se vco 5088 Limited (Sev co) to make a loan on certain terms (explained below) in conjunction with the purchase by Sev co of the Group Shares.

4.19 Consequently, on 12 May 2012, the Joint Administrators agreed and signed an offer letter with Sev co (the Offer Letter) and granted Sev co exclusivity to complete a takeover of the Company or a purchase of the Company‘s business and assets by 30 July 2012. Sev co made a payment of £200,000 to the Company for such exclusivity.

4.23 In the event that either this CVA is not approved, or the other Conditions of the loan are not satisfied or waived by 23 July 2012, Sev co is contractually obliged to purchase the business and assets of the Company for £5,500,000 by 30 July 2012. All further terms of that sale have been agreed in advance and are confidential.

So if then the assets were sold directly to another party - Sev co Scotland for example -Is this not a breach of contract and Whyte is therefore able to claim is he can prove a direct and substantiated link to the 5088 company...?????????????????

This was a CVA Proposal - ie a conditional document.

No CVA = no offer = no deal.

The papers detailed by OP state very clearly what ACTUALLY happened.

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This was a CVA Proposal - ie a conditional document.

No CVA = no offer = no deal.

The papers detailed by OP state very clearly what ACTUALLY happened.

what about 4.23 that states contractually obliged......

Is this not the crux of what Whyte is saying.

ie we know it didnt happen but he is saying it should have

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what about 4.23 that states contractually obliged......

Is this not the crux of what Whyte is saying.

ie we know it didnt happen but he is saying it should have

Wait a minute.

I am having self same discussion on this self same point on ja606 at the moment....

What is going on?

I'll say here, what I said there.

The CVA Proposal was an invitation to treat, and as such can be altered by the offering party. Clearly D&P were advised by Green that Sevco 5088 would not be involved.

Green used Sevco 5088 as the vehicle to get the shares from Whyte - seeing a CVA bound to fail, Green dumped Sev co 5088 as the vehicle, and dumped Whyte as his shares were no longer required.

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what about 4.23 that states contractually obliged......

The terms of that contract are confidential. Clearly those terms did not compel (the word used last night by PAS) Sevco 5088 and only Sevco 5088 to buy the assets because that is not what happened. Why is it so hard to accept there was probably a right to assign in that contract?

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The terms of that contract are confidential. Clearly those terms did not compel (the word used last night by PAS) Sevco 5088 and only Sevco 5088 to buy the assets because that is not what happened. Why is it so hard to accept there was probably a right to assign in that contract?

Thanks, so Whyte has no interest .. but how could he even prove it if it wasn't put down in writing? All we've seen is excerpts of taped conversations - nothing written down.

Having said that, who is Whyte threatening here? CG as sole director of Sevco 5088 or the newco?

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The terms of that contract are confidential. Clearly those terms did not compel (the word used last night by PAS) Sevco 5088 and only Sevco 5088 to buy the assets because that is not what happened. Why is it so hard to accept there was probably a right to assign in that contract?

Its is hard for me to accept something that is based on what might be within the contract we are not privy to.

I still dont know where the 200k came from though Ive no idea if that matters a jot (but Id still like to know)

I seriously doubt even D&P would go back on something that is legally binding,

however I still remain unconvinced without seeing the confidential contract aspects which may have led to the change.

We have 2 documents

1 states the sale will be to Sevco 5088

2nd states the sale went through directly with Sevco Scotland.

What we dont have is the legal reasoning behind the change.

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Its is hard for me to accept something that is based on what might be within the contract we are not privy to.

I still dont know where the 200k came from though Ive no idea if that matters a jot (but Id still like to know)

I seriously doubt even D&P would go back on something that is legally binding,

however I still remain unconvinced without seeing the confidential contract aspects which may have led to the change.

We have 2 documents

1 states the sale will be to Sevco 5088

2nd states the sale went through directly with Sevco Scotland.

What we dont have is the legal reasoning behind the change.

The reasoning is simple.

Sevco 5088 was the vehicle to be used to acquire shares & company from Whyte / out of admin.

Sevco Scotland Ltd was the vehicle actually used to buy the assets, and to keep everything distinct & separate.

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Thanks, so Whyte has no interest .. but how could he even prove it if it wasn't put down in writing? All we've seen is excerpts of taped conversations - nothing written down.

Having said that, who is Whyte threatening here? CG as sole director of Sevco 5088 or the newco?

Whyte could go after Green/Ahmad, but could not go after us.

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Its is hard for me to accept something that is based on what might be within the contract we are not privy to.
I seriously doubt even D&P would go back on something that is legally binding

You answer your own point. Clearly there was an avenue within the contract that allowed D&P to sell to Sevco Scotland. I would find such a clause to be normal and expected.

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