Miller believes that he can save the Ibrox club through a combination of administration and part liquidation, where he would sell the club’s assets – such as Ibrox stadium and Murray Park – to a newco, leaving a shell company which will hold all the debt. Should a CVA be agreed then the newco would merge with Rangers FC plc.
However Miller’s bid is sure to be beset with hurdles as it would see only £10.7 million, after paying £500,000 for the exclusive fee required by Duff & Phelps for preferred bidder status. The £10.7 million would be offered to pay Duff & Phelps’ admin fees, the club’s secured creditors and unsecured creditors’ claims worth around £140 million.
Part of Miller’s deal would see the Ticketus deal ripped up, leaving the company an unsecured creditor with a claim of around £30 million. Leaving Ticketus able to block any CVA, which if it is blocked would see Rangers 1873 go down the route of a company voluntary liquidation, after the club’s assets are sold to the ‘incubator’ company.
Bill Miller’s full statement is listed below:
“I am making my proposal to take over Rangers Football Club open, transparent and available to all those interested in Rangers future.
“Given all of the noise in the media from various sides of the transaction and given the numerous inaccuracies in much of what has been reported or intimated by others, I have decided the time has come to set the record straight and to issue a challenge to any would-be suitors of the club.
“Most importantly, I am doing this now so that Rangers fans and supporters can judge my bid and plans for the club on their actual merits – rather than rumours and innuendo.
“There is no time left for empty promises and grand-standing. The time has come for all interested parties to either put up or shut up. Everyone involved has had their ’15 minutes of fame’. Let’s save Rangers. There is no time left.
Facts about my bid
“Of the three qualified bidders, I am the only bidder who refused to entertain offers from Ticketus or engage in discussions with Craig Whyte.
“It is difficult for me to see how any parties who were present when this awful situation was created can be a legitimate part of the solution.
“I believe firmly that when you mortgage the future by the use of debts and financing instruments like has been done in the recent past, you endanger the very survival of the club. All of the groundswell created in the attempt to indicate that a CVA is a simple solution to save the club and its history is simply a naive understanding of how this CVA process would work and the risks associated.
“Despite constant rumours and suggestions by others, I have proposed a purchase of the club through a CVA from the beginning. I have no plans for liquidation of the club. After careful evaluation of a Rangers CVA process, it has become apparent that there are substantial roadblocks and risks associated with such an approach.
“Of the qualified creditor claims, which is currently under £100m, the Ticketus claim of £27m (in excess of 25% of the total) would put Ticketus in a position to be able to block any CVA agreement with which they did not agree. There is no way that Ticketus would agree to accept a ‘pence on the pound’ settlement as has been suggested by others.
“In addition, it is apparent that there will be several lawsuits that will emerge in relation to a potential CVA exit among the various creditors and claimants (you pick them), which will need to be settled by the courts.
“Consequently, the CVA will be prolonged – meaning the process would go on well into next season and possibly beyond. This would place additional penalties on Rangers as long as they remain in administration. Obviously, the longer the process dragged on without a resolution, the less viable the club would become. If this process continued on for a long period without resolution, the inevitable result would be real liquidation.
“Over several weeks of discussions, my advisory team and I have created a solution that saves Rangers, protects its history and gives it a fresh start – rescued from the ruin created by others.
“I believe, and we have compelling professional advice to support my view, that my offer, as structured, can enable this to happen without any question of Rangers seeking or being given any special treatment.
“My proposal on the table now is to pay s11.2m for the club which includes the £500,000 deposit required by Duff & Phelps. In order to preserve the club’s history, records, championships and assets, I will put the ‘heart’ of the club into an ‘incubator’ company while Duff & Phelps works to make the ‘sick patient’ healthy through a CVA process that effectively works to ‘radiate’ the toxicity of past administrations’ sins out of the patient while the ‘healthy heart’ is preserved and moves forward. Once the CVA process has been completed and the patient is on the mend, the administrators will return Rangers Football Club plc to me for a nominal sum.
“The healthy heart and the healthy patient (The Rangers Football Club plc) will then be reunited through merger. In this scenario, the club can continue with all of its business assets, including its history, protected from the present illness.
“Thus a new corporate entity will own the club’s assets during the incubation period including all of its history. Any suggestion that Rangers history is lost by such a process is preposterous.
“Using such logic, Rangers would not actually have a 140-year history as its current corporate structure was only created in 1899. To suggest that Rangers thus have only a 113-year-old history is absurd.”
“As a final step in the process, I have held a series of talks over the past week with officials from the SPL and SFA in an effort to ensure Rangers play in the 2012/13 season without further points deductions, fines or other punitive sanctions, relating to either the terms of my purchase or the actions of the prior administrations, beyond those levied during the 2011/12 season.
“My offer is contingent upon the regulatory bodies agreeing that the club will begin play in the 2012/13 season in the SPL and that they will do so without any loss of points and with all historic titles intact. I will not acquire the club unless I receive written assurances from both regulatory bodies to this effect.
“It is my strong view that Rangers and their fans should not continue to be punished in the future for the past failures of others. Rangers need a fresh start and I will always stand up for the club.”
“I have retained the services of certain sports business and UK football experts from Scotland, England and America to assist with the turnaround of this distressed and loss-making business.
“I realize Rangers have been losing money on a monthly basis and can easily find itself right back in administration in short order if significant changes are not made to the business and if the new owner does not have the financial wherewithal to accomplish the turnaround while the club haemorrhages cash.
“We will focus on a disciplined business approach that uses strict adherence to budgets and metrics to ensure the club does not attempt to live beyond its means so that it can be in compliance with UEFA’s new requirements of financial fair play.
“I am acutely aware that the club will require working capital and this will be assessed in more detail in coming weeks as the due diligence period progresses. We will focus Rangers aggressively on growing current revenue streams and developing new ones. I believe that such a program is necessary to ensure Rangers have the kind of player wage bill that is necessary to field a highly competitive team, while not operating at a loss.
“As I have already discussed directly with him, Ally McCoist will be retained as the First Team Manager and will be responsible for the success of Rangers on the pitch.”
The challenge to others
“Since other bidders and/or would-be bidders have consistently made claims in the press for weeks and months about how they have all the solutions and answers for saving Rangers, I have decided to offer a challenge.
“I have worked quietly over the past several weeks to put together a plan that saves Rangers from liquidation and allows the club to be made healthy again. I have attempted to do this without fanfare or without drawing personal attention to myself as I don’t need or desire to see my name in the headlines.
“However, it appears there are others who suggest that I have some motive other than to acquire and protect the history of this great club and put in on a strong footing for the future. They maintain they have better plans to save Rangers.
“So, in an effort to give Rangers and its fans, supporters, players and staff an opportunity to see for themselves, I have shared the details of my plans.
“Although it was my intention to wire the required deposit tomorrow to secure preferred bidder status, I have notified Duff & Phelps that my offer is to be suspended until Monday to give anyone else interested in acquiring Rangers time to complete their bid and put down the £500,000 deposit. I would not want anyone to have the impression that my offer is not the best one for the club.
“So I now put it to the other suitors who claim to want what is best for Rangers. If you sincerely want to save Rangers, the time has come for you to put up or shut up.
“I will agree to ‘stand down’ until Monday, April 23 to allow any and all ‘saviours’ to step up and claim the club by paying the required deposit and entering into an agreement to purchase.
“The time for talk is over. The club is in serious jeopardy of dying. ‘Real’ liquidation is looming.
“If no one else steps up by Monday, then I will assume everyone is done talking and I am the only one serious about saving Rangers.
“In the meantime, I will continue talks with the SPL/SFA in an effort to get a quick and satisfactory resolution so I can then move forward to become the preferred bidder as outlined.
“I ask Rangers fans, supporters, staff, players and Ally McCoist, after reviewing my plan for the club, to make their opinions known by Monday to the press and to the SFA and SPL officials. Time is running out to save Rangers.”