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Ownership of Rangers F.C.

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Rangers is a Scottish football club based in Glasgow and founded in 1872. The club's corporate entity was created in 1899 when The Rangers Football Club Ltd was formed as a privately held company. In 2000, the then chairman and owner David Murray floated the club on the stock market which subsequently converted the private company into a public limited company (PLC).

In 2012, The Rangers Football Club PLC entered administration and the company's business and assets, including Rangers F.C., Ibrox Stadium and the Rangers Training Centre were bought by Sevco Scotland Ltd.[1] Sevco Scotland Ltd later changed its name to The Rangers Football Club Ltd.[2] The Rangers International Football Club PLC was then formed as a holding company by The Rangers Football Club Ltd, with the latter becoming a wholly owned subsidiary of the former.

Prior to incorporation

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The football club was formed in 1872 and was operated by the four founders until its incorporation on 27 May 1899. When the club was incorporated, a limited company (The Rangers Football Club Ltd) was formed and the club then had its legal personality, with directors and liabilities in accordance with the Companies Act.

Corporate history

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Minority shareholdings

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From the company's formation in 1899, no single shareholder obtained a large enough shareholding to have a majority (and thereby be deemed the owner). From 1963, John Lawrence (Glasgow) Ltd began increasing its shareholding in the company, eventually becoming the largest shareholder with 15%. John Lawrence of John Lawrence (Glasgow) Ltd, became the club's Chairman and served for nearly ten years, retiring in 1973 due to ill health.[3] On Lawrence's death in 1977, his shareholding in the Lawrence Group, and in its business, was transferred to his grandson Lawrence Marlborough. The following years saw a steady increase in the Lawrence Group's shareholding in the club.[3]

Lawrence Group

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In 1985, the Lawrence Group increased its shareholding in Rangers to a 52% majority, following a deal with then club vice-chairman Jack Gillespie.[3] In November 1988, head of the Lawrence Group Lawrence Marlborough sold the company for £6 million.[3]

Murray International Holdings

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Between 1988 and 2011 Scottish steel magnate David Murray was the owner of Rangers, after he had purchased the company for £6 million, via his company Murray International Holdings.[4][5][6][7]

During the late 1990s Murray increased the club's player transfer budget in an attempt to succeed in both domestic and European football. High-profile players such as Paul Gascoigne and Brian Laudrup joined the club during this time.[8][9] After Dick Advocaat became manager, Murray again sanctioned some large transfer spending on players such as Tore Andre Flo and Ronald de Boer.[10][11] From the early 2000s, Murray employed an Employee Benefit Trust scheme to pay players, and other staff at board level, including himself. EBTs have been described as tax avoidance schemes, and allowed Rangers players and employees to pay less tax on what they were paid. Murray denied that any cheating took place with regards to this EBT scheme during his stewardship.[12] HMRC took issue with the scheme and provided Rangers with a bill of £49 million, inclusive of interest and penalties. This was disputed and was ruled upon by three judges at a First Tier Tax Tribunal; the verdict was announced on 20 November 2012, with Rangers winning the appeal.[13][14] An Upper Tribunal upheld the decision in 2014,[15] but HMRC appealed to the Court of Session.[16] In November 2015, their appeal that the EBT payments made to Rangers employees were undeclared taxable earnings was upheld by all three judges.[17] In July 2017, the Court of Session's ruling was upheld by the UK Supreme Court in a final decision.[18][19][20][21]

Rangers Football Club became a limited company on 27 May 1899[22] when it was incorporated as The Rangers Football Club Ltd. It continued in this form until the year 2000 when Murray decided to list the company on the stock exchange, making it a public limited company. The name of the company was therefore changed to The Rangers Football Club Plc.[23]

Whyte and The Rangers FC Group

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Main article: Administration and liquidation of The Rangers Football Club Plc

After protracted takeover negotiations with David Murray, the club was bought by Scottish businessman Craig Whyte on 6 May 2011 for £1, through his company Wavetower Limited (subsequently renamed The Rangers FC Group Limited).[24] The deal came with stipulations, such as paying off the club's £18m debt to Lloyds Banking Group, and making further investment in the team. Early into Whyte's reign at the club, doubts and allegations began to surface relating to his business past, most notably a documentary by BBC Scotland that reported Whyte had previously been banned from being a Director of any UK companies. It was also disclosed that Whyte did not pay the £18m Lloyds debt as stipulated in the takeover deal, but instead secured a £27m deal with ticketing company Ticketus against future season ticket sales, to pay the debt. Whyte came under intense media pressure, with many journalists claiming he 'purchased the club with fans' money'.[citation needed] On 13 February 2012 Whyte filed legal papers at the Court of Session giving notice of an intention to appoint Administrators.[25]

On 14 February 2012, The Rangers Football Club Plc, which was subsequently renamed RFC 2012 plc, entered administration over non-payment of £9 million in PAYE and VAT taxes to HM Revenue and Customs.[26][27] Entering administration meant the team was docked 10 points by the SPL, effectively ending its 2012 Championship challenge. In April 2012, the administrators estimated that the club's total debts could top £134m.

On 25 June 2012, the Crown Office asked Strathclyde Police to investigate the purchase of Rangers and the Club's subsequent financial management during Whyte's tenure.[28]

Liquidation

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Sevco Scotland Ltd was formed on 29 May 2012[29] as a means for Charles Green to acquire the assets of Rangers FC. Sevco Scotland Ltd (subsequently renamed The Rangers Football Club Ltd.) was formed to ensure that if the formation of a new company was required in the event of a CVA being rejected, then the club's corporate entity would be a Scottish registered company as it has always been.[30] When the CVA later failed, the assets of The Rangers Football Club Plc (subsequently renamed RFC 2012 plc) were then sold for £5.5 million.[31][32][33] Charles Green also incorporated another company, Sevco 5088 Limited, on 29 March 2012, which lent some money to The Rangers Football Club Ltd in May 2012.[34]

Sevco Scotland Limited was formed in May 2012 to purchase the assets of The Rangers Football Club Plc (which was subsequently renamed RFC 2012 plc), incorporated in 1899,[30] which went out of business and entered liquidation procedures on 14 June 2012.[35] After Sevco purchased the business[36][37] and assets of The Rangers Football Club Plc,[38] including Rangers Football Club and Ibrox Stadium, several players agreed to have their contracts transferred to the new company.[39] Some players left to join other clubs as free agents since their former employer had been in breach of contract. After an application to transfer the old company's Scottish Premier League membership was rejected, an application to join the Scottish Football League was accepted with the club being placed in the third division. The Rangers Football Club Plc's SFA membership share was transferred to Sevco Scotland Ltd on 27 July 2012.[40] Sevco Scotland Ltd was renamed The Rangers Football Club Ltd on 31 July 2012.[29]

On 14 June 2012, HMRC's formal rejection of the proposed CVA[41][42] meant that the company would enter the liquidation process.[43] The accountancy firm BDO were appointed to investigate financial mismanagement at the club.[44] On the same day Sevco Scotland Ltd acquired various assets including Ibrox Stadium and Murray Park, as well as intellectual property, goodwill and various contracts.[45][46]

An application to transfer the Scottish Premier League membership from the 'oldco' to the 'newco' was rejected by a 10–1 vote.[47] Thereafter, an application to the Scottish Football League was successful with Rangers securing associate membership and a place in the 4th tier of Scottish Football, Division 3, for the 2012–13 season.[48][49] Agreement was reached on the transfer of SFA membership, with the new company accepting a number of conditions relating to the old company.[50] The club also awaits the conclusion of an investigation of alleged rule breaking by use of dual contracts by Rangers over the period 2001 to 2010.[51]

As a result of the liquidation process, the extent to which Rangers can be regarded as a continuation of the club founded in 1872 has been interpreted differently.[52] Rangers Football Club was described by some in the mainstream media as a "new club",[53][54] whilst Chief Executive Charles Green maintained "this is still Rangers",[55][56] with the SPL chairman Neil Doncaster saying "it is an existing club, even though it's a new company".[57][58]

On 16 November 2012,[59] a company called Rangers International Football Club plc was formed and listed on the Alternative Investment Market of the London Stock Exchange and became the holding company for The Rangers Football Club Ltd., which, in turn, owns the football club.[60]

Financial performance

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As the new company had not filed any accounts (as of 1 July 2012), it was not clear what its performance would be. Major Scottish banks including Royal Bank of Scotland, reportedly "concerned at the current uncertainty about the club's future and its backers" declined to provide the new company with the corporate banking facilities it needed. Metro Bank was hired instead.[61]

After the administration and relaunch of Rangers, a local Audi dealership terminated a lucrative sponsorship agreement.[citation needed] It was reported that primary sponsor Tennent's would remain with the new company but would renegotiate a new deal.[62]

Rangers made a profit of £9,314,000 in the first 7 months of 2012–13 financial year, mainly due to the release of negative goodwill.[34]

Shareholder history

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Towards the end of August 2012, it was reported that Arif Naqvi, chief executive of private equity firm Abraaj Capital, owned just under 18% of The Rangers F.C. Ltd's shares via Blue Pitch Holdings, after having agreed to invest £2m in June 2012. Other investors included Imran Ahmad and Richard Hughes, from Zeus Capital, owning 9.8% each (Hughes had a 6.8% stake in Rangers[63]). Rangers manager Ally McCoist was reported to own a share of about 4.5% with Scottish-based businessman Ian Hart, who was part of the Blue Knights group, also owning a shareholding of 1.3%.[64] The Blue Knights were one of several groups or individuals that had expressed an interest in taking over the club. Other shareholders in the club included Alessandro Celano and Chris Morgan.[65]

After the formation of new holding and listed company for the club: Rangers International F.C. plc (RIFC), it was reported in an AIM announcement on 5 December 2012 that Charles Green owned a 14.9% shareholding in the club, with Newcastle United owner Mike Ashley having an 8.9% stake. Green and Ashley's shares were projected to fall to 8.67% and 5.20% of the share capital of RIFC respectively after the company's flotation on the stock market and acquisition of the entire share capital of the club. Other shareholders, both before and after the flotation, were also revealed including Blue Pitch Holding, Margarita Funds Holding Trust, Craig Mather, Norne Anstalt, Legal & General Investment Management Limited, Insight Investment Management (Global) Limited, Cazenove Capital Management Limited, Hargreave Hale Limited and Artemis Investment Management LLP.[66][67]

After departing as Chief Executive, Charles Green sold his shareholding to Sandy Easdale, co-owner of McGill's Bus Services.[68] Easdale increased his stake to 4.52% in November 2013,[69] and then to 5.21% in September 2014. Easdale also held the voting rights for 20.94% of the company, giving him control of 26.15% of the issued share capital in total.[70]

In October 2014, Mike Ashley increased his shareholding to 8.92%.[71]

Isle of Man-based hedge fund Laxey Partners were revealed to be the new largest shareholder in RIFC in November 2013,[72] and later increased their shareholding to 16.3%.[73] In September 2014, a share issue raised £3.13m.[74] In December 2014, Laxey sold their shareholding to a group of businessmen made up of Douglas Park and existing shareholders George Letham and George Taylor.[75] In January 2015, former Rangers director Dave King purchased 14.57% of RIFC's shares from Artemis and Milton.[76]

On 23 June 2017, Mike Ashley sold his entire Rangers shareholding to Club 1872 and Julian Wolhardt.[77]

As of June 2023, RIFC have an issued share capital of 447,248,285 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares").[78]

Major shareholders

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As of June 2023[78]
Stakeholder No of Ordinary Shares held % of issued share capital
New Oasis Asset Limited[79] 63,172,893 14.12%
Douglas Park 52,550,000 11.74%
George Alexander Taylor 44,074,998 9.85%
Stuart Gibson 44,000,000 9.84%
Borita Investments Limited 27,611,955 6.17%
John Bennett 24,647,059 5.51%
Perron Investments LLC 24,250,000 5.42%
George Letham 22,274,516 4.98%
Club 1872 Shares CIC 22,202,838 4.96%
Tifosy Investment Nominees Limited 17,610,000 3.94%

Current Board of Directors

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Rangers International Football Club plc

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As of September 2024

Position Name
Interim chairman Scotland John Gilligan
Non-executive director United States John Halsted
Non-executive director Scotland Alastair Johnston
Non-executive director Scotland Graeme Park
Non-executive director Scotland George Taylor
Non-executive director Denmark Julian Wolhardt

References

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  1. ^ "ALBERT IAN KINLOCH (AP) AGAINST CORAL RACING LIMITED". 15 March 2017. Retrieved 28 December 2019. The Rangers Football Club Plc ceased to be the owner and operator of a football team in consequence of the sale to Sevco Scotland Limited by its administrators on 14 June 2012 of substantially the whole of its business and undertaking, including Rangers Football Club.
  2. ^ "Rangers owners change name". Sky Sports News. 31 July 2012. Retrieved 3 October 2020.
  3. ^ a b c d Sinclair, Keith (8 February 1997). "Builder who laid foundations of Ibrox revolution. Lawrence dynasty grew from humble beginnings to sow seeds of Rangers' success". Herald Scotland. Archived from the original on 5 April 2012. Retrieved 7 December 2012. So enthusiastic did his interest in the club become, that he was soon the largest shareholder...
  4. ^ "Murray makes £112 million but not a penny will be put into Rangers". The Scotsman. 2 December 2005. Archived from the original on 19 October 2012. Retrieved 18 August 2012. RANGERS will receive no windfall from the £112 million raised by club chairman David Murray yesterday through the surprise sale of Murray International Metals Limited.
  5. ^ "Murray's share issue cuts Rangers' debt to £23.1m – Top Football Stories". The Scotsman. Johnston Press. 1 September 2005. Archived from the original on 30 May 2013. Retrieved 18 August 2012. THE full effect of Rangers' share rights issue was revealed yesterday when the club's annual accounts showed a huge reduction in their net debt from a crippling £73.9 million to a more manageable £23.1 million.
  6. ^ "Rangers to raise £57m". BBC News. 1 September 2004. Archived from the original on 5 October 2013. Retrieved 18 August 2012. Returning Rangers chairman David Murray has confirmed a £57m rights issue of shares designed to wipe out most of the club's crippling debt burden.
  7. ^ "Murray takes Ibrox blame". BBC News. BBC. 16 January 2004. Archived from the original on 4 March 2009. Retrieved 18 August 2012. Rangers honorary chairman David Murray is shouldering the blame for the overspending that has led to the club's current financial plight.
  8. ^ White, Clive (11 July 1995). "Platt in pounds 4.75m move to Arsenal". Independent. Archived from the original on 11 November 2012. Retrieved 24 August 2012. Rioch cut short a holiday in Portugal to bring to an end Platt's four-year sojourn in Italy, just as Rangers did yesterday when they completed the signing of Paul Gascoigne from Lazio.
  9. ^ McKinney, David (15 August 1994). "Scottish Football: Rangers count cost of McCoist injury". Independent. Archived from the original on 15 May 2014. Retrieved 24 August 2012. McCoist's woes were in marked contrast to the sparkling contribution made by the summer signing from Fiorentina, Brian Laudrup.
  10. ^ "Flo goes to Rangers". BBC. 23 November 2000. Archived from the original on 30 October 2009. Retrieved 24 August 2012. Tore Andre Flo has become the most expensive player signed by a Scottish club after completing his move from Chelsea to Rangers. The Norwegian striker's £12m transfer has been confirmed by the Scottish champions following a successful medical.
  11. ^ "Rangers swoop for De Boer and Hartson". BBC. 30 August 2000. Archived from the original on 15 December 2013. Retrieved 24 August 2012. Barcelona's Dutch midfielder Ronald de Boer has agreed personal terms on a four-year contract with Rangers. Rangers, who are waiting for paperwork from the Nou Camp before announcing the signing, have not yet confirmed the size of the transfer fee but it is estimated it to be close to £6m.
  12. ^ "Sir David Murray: I reject and resent any suggestion there was cheating at Rangers". The Daily Telegraph. 6 August 2012. Archived from the original on 6 August 2012. Retrieved 6 August 2012. Former Rangers owner Sir David Murray has denied cheating took place during his stewardship of the club after the Scottish Premier League appointed an independent commission last week to investigate alleged undisclosed payments to players.
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  23. ^ Teather, David (31 March 2000). "Rangers to float as it chases global glory". Guardian. Archived from the original on 10 September 2012. Retrieved 23 August 2012. Rangers football club, on track for its 49th Scottish premier league title, announced plans yesterday to float the business on the stock market and disclosed that talks are under way with a number of potential media investors.
  24. ^ "Craig Whyte completes takeover of Rangers for £1". BBC Sport. BBC. 6 May 2011. Archived from the original on 9 December 2012. Retrieved 18 August 2012. Craig Whyte has completed his takeover of Rangers for £1 but amid continuing concerns by board members about his ability to invest sufficient funds.
  25. ^ "Rangers FC signals intent to go into administration". BBC News. 13 February 2012. Archived from the original on 5 September 2012. Retrieved 18 August 2012. Rangers Football Club has confirmed it has filed legal papers at the Court of Session to appoint administrators.
  26. ^ "Rangers Football Club enters administration". BBC News. BBC. 14 February 2012. Archived from the original on 21 July 2012. Retrieved 24 August 2012. HMRC lodged its petition over alleged non-payment of about £9m in PAYE and VAT following Craig Whyte's takeover.
  27. ^ "Rangers in crisis: Administration was sparked by £9million bill for unpaid VAT and PAYE". Daily Record. Trinity Mirror. 14 February 2012. Archived from the original on 20 August 2012. Retrieved 24 August 2012. RANGERS went into administration today – as it was revealed they had failed to pay £9million in VAT and PAYE from the current financial year.
  28. ^ "Rangers in crisis: Police asked to probe Craig Whyte takeover". BBC News. BBC. 25 June 2012. Archived from the original on 14 January 2013. Retrieved 24 August 2012. A criminal investigation is to be launched into Craig Whyte's takeover of Rangers Football Club in May last year.
  29. ^ a b "THE RANGERS FOOTBALL CLUB LIMITED - Overview (Free company information from Companies House)". Archived from the original on 27 March 2017. Retrieved 27 March 2017.
  30. ^ a b Farrell, Mike (12 June 2012). "Rangers liquidation now inevitable after CVA bid rejected by HMRC". STV.tv. STV Glasgow. Archived from the original on 17 June 2012. Retrieved 18 August 2024. Mr Green has previously stated that should the CVA fail his offer goes into an "automatic mode" ... where all assets [of "Rangers FC Plc, incorporated in 1899"] are sold to a new business entity ... 'Liquidation will enable a sale of the football assets to be made to a new company, thereby ensuring that football will continue at Ibrox.'
  31. ^ "Little black and white as Green faces closer scrutiny". Archived from the original on 19 April 2013. Retrieved 17 April 2013.
  32. ^ "Craig Whyte 'plans legal action' to claim back Rangers ownership". Archived from the original on 9 April 2013. Retrieved 17 April 2013.
  33. ^ "Chairman Offers Clarification". Retrieved 17 April 2013.[permanent dead link‍]
  34. ^ a b "Rangers International Football Club plc Interim Results". 4 March 2013. Archived from the original on 7 March 2013. Retrieved 31 May 2017.
  35. ^ Blackwell, Michael (19 October 2017). "RFC 2012 PLC (In Liquidation) (Formerly the Rangers Football Club PLC) v Advocate General for Scotland: Discerning the Goal of the Legislation". SSRN 3337788.
  36. ^ COMMISSION REASONS FOR DECISION OF 12 SEPTEMBER 2012 Archived 21 October 2012 at the Wayback Machine www.scotsman.com, 12 September 2012
  37. ^ Rangers liquidation now inevitable after CVA bid rejected by HMRC Archived 17 June 2012 at the Wayback Machine local.stv.tv, 12 June 2012
  38. ^ Duff and Phelps: Interim Report to Creditors www.rangers.co.uk, 10 July 2012
  39. ^ Rangers newco: Guessing game as 13 players return for pre-season Archived 5 July 2012 at the Wayback Machine www.scotsman.com, 29 June 2012
  40. ^ "Rangers' SFA membership confirmed". BBC Sport. Archived from the original on 27 November 2018. Retrieved 10 December 2018.
  41. ^ "Rangers liquidated as CVA formally rejected". The Scotsman. 2012. Archived from the original on 27 July 2012. Retrieved 30 July 2012. GLASGOW RANGERS were today forced into liquidation after major creditor Her Majesty's Revenue and Customs (HMRC) formally rejected an offer of a Company Voluntary Arrangement (CVA) from the club's administrators.
  42. ^ "Rangers to be re-formed". ESPN Soccernet. 12 June 2012. Archived from the original on 16 October 2013. Retrieved 24 August 2012. Rangers appear set to be liquidated and re-formed as a newco after Her Majesty's Revenue and Customs decided to vote against a Company Voluntary Arrangement put forward by the prospective new owners.
  43. ^ "BBC News – Rangers directors may face probe following liquidation". BBC Online. Archived from the original on 6 August 2012. Retrieved 24 August 2012. Former directors of Rangers FC may face investigation and possible claims against them over the club's demise, HM Revenue and Customs (HMRC) has said.
  44. ^ "Rangers in Crisis". Scottish Television (STV). 12 June 2012. Archived from the original on 2 October 2013. Retrieved 24 August 2012. The Ibrox club confirmed its planned company voluntary arrangement (CVA) escape from administration would now fail as the tax authorities revealed they felt it was in the "public interest" to liquidate The Rangers Football Club Plc, incorporated in 1899.
  45. ^ "Charles Green completes Rangers purchase despite Walter Smith bid". bbc. 14 June 2012. Archived from the original on 6 August 2012. Retrieved 14 August 2012. Charles Green has completed his purchase of Rangers' assets in a deal worth £5.5m,
  46. ^ "Charles Green completes purchase of Rangers assets". The Independent. Independent News & Media. 14 June 2012. Archived from the original on 3 August 2017. Retrieved 31 October 2017. Green completed his £5.5million newco acquisition after his Company Voluntary Arrangement was formally rejected.
  47. ^ "Rangers newco refused SPL entry after chairmen vote". BBC. 4 July 2012. Archived from the original on 14 November 2012. Retrieved 24 August 2012. Rangers will not play in the Scottish Premier League this season.
  48. ^ "Rangers: Newcastle's Mike Ashley ready to buy Ibrox share". BBC Sport. BBC. 11 August 2012. Archived from the original on 19 April 2013. Retrieved 24 August 2012. Businessman Charles Green led a consortium to buy Rangers' assets for £5.5m and reformed the club as a new company. But the 'newco' did not get the required votes for re-admittance to the SPL and instead, the new Rangers was relaunched in Division Three, drawing 2-2 with Peterhead in its opening game.
  49. ^ "Raith & Clyde criticise Rangers newco Division One plan". BBC News. BBC. 30 June 2012. Archived from the original on 19 April 2013. Retrieved 30 July 2012. Raith Rovers and Clyde insist plans to place the Rangers newco in Scottish Division One should not be forced upon Scottish Football League clubs.
  50. ^ "Agreement on Transfer of Membership". SFA website. 27 July 2012. Archived from the original on 2 September 2012. Retrieved 30 July 2012. We are pleased to confirm that agreement has been reached on all outstanding points relating to the transfer of the Scottish FA membership between Rangers FC (In Administration), and Sevco Scotland Ltd, who will be the new owners of The Rangers Football Club.
  51. ^ "Rangers: Conditional membership allows cup tie to go ahead". BBC Sport. 27 July 2012. Archived from the original on 30 July 2012. Retrieved 30 July 2012. Rangers have been granted a conditional Scottish FA membership, which will allow Sunday's Ramsdens Cup tie with Brechin City to go ahead.
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  55. ^ "Club reacts to SFA Membership". rangers.co.uk. 27 July 2012. Archived from the original on 30 July 2012. Retrieved 25 August 2012. This is still Rangers and the next chapter of our history has the potential to be one of the greatest stories in the history of sport. The Rangers revival begins now and I, for one, am looking forward to the journey
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  58. ^ "Early day motion 374". UK Government. 11 July 2012. Archived from the original on 24 July 2012. Retrieved 18 August 2012. That this House acknowledges the strenuous efforts being made by the current management, playing and backroom staff at Rangers Football Club to set the Club on a sound financial footing; commends the sacrificial financial moves made by many at Rangers in recent months to help alleviate the problems caused by previous owners; and calls on the Scottish football authorities, if they believe in integrity, to move quickly so that both Rangers with their worldwide fan base and all other clubs can prepare for the new season, allowing genuine football fans to enjoy the game and the clubs they love.
  59. ^ Rangers International Football Club plc Companies House Archived 3 August 2017 at the Wayback Machine
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  79. ^ t/a New Oasis Asset Limited
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