Revealed: the rejected bid to buy Rangers

Amidst all the secrecy, the refusal to break cover, the smoke and general mirrors surrounding the Rangers fiasco – suddenly, along comes a surprise. Tristan Loughrey, a Scotsman who has spent more than 20 years out of the country closing various deals as an investment banker among other trades, is nothing if not frank and open.

When a man sits on a street café pavement in Baker Street, west London and calmly explains how he claims access to around 850m euros of funding to buy Rangers, the first thing you want to say is: “prove it”.

So I do. It seems a little rude, but as we sit there supping succulent cappuccino and particularly fine tap water, Tristan Loughrey unwraps his plan.

“It was 11 May,” he recalls, “when I was in contact with the Rangers administrators Duff and Phelps, with a view to buying the club. I was asked to fill in an NDA (Non-Disclosure Agreement) with which we would take things forward.”

“So what happened next?” I asked

“Well that’s the strange thing. Nothing at all happened. I heard nothing until a day or so later when I suddenly see they’ve given the deal to Mr Green and his consortium.”

“So how do you feel about that?” I asked.

“Well,” he muses, appearing more mystified than angry, “I’m baffled by it frankly. I mean it’s not like they did not do due diligence on me and my finances – they didn’t do any diligence at all. Why ask me to fill in the NDA – effectively a way of looking into the finances with confidentiality, if you’re not seriously interested at all?”

Email exchange

Asked by Channel 4 News to prove the email exchange took place with Duff and Phelps, the emails duly arrived. We have an email from Charles Walder at Duff and Phelps dated 11 May sent to Tristan Loughrey at 17.08pm attaching a scanned copy of the NDA – the first step to take when a potential bid is seriously entertained by an Administrator.

The email from Mr Walder concludes: “Please note that the NDA needs to be completed by yourself and any party that you are representing. Please also confirm who the key members of your consortium are and the source of the funding to support any offer you will make for the business and assets of the Club.”

Tristan Loughrey duly signed and sent. It was getting late on a Friday and he could not get the papers in place at that hour of the business week, he says, to set out the source of his funding.

He expected to hear from Duff and Phelps on Monday morning – instead he heard that Charles Green was the exclusive bidder on the Sunday. He was astonished by this then, and he is astonished by it now. And he certainly does lay claim to exceedingly large funds.

Substantial funds

Channel 4 News has seen a copy of an account held in the Malaga branch of La Caixa – a major Spanish savings bank. The balance of this account was – as of 27 January 2012, some 500m euros. The account is held under the name of Maurizio Gigliosi whom Tristan Loughrey says is his business partner. He claims to have power of attorney over this money to be used for funding major investments like the take-over of Rangers.

We do not have firm proof as yet that he does, in fact, have control of these funds, but I am promised an email to that effect from the bank itself and the officer named on the account as Jose Ordono Artes. Mr Loughrey says his business partner.

Further, Tristan Loughrey also said when we met that he had access to a euro bond to the value of 350m euros over and above the Spanish funding. Again I asked him to prove it and today he sent through several documents detailing the Bond. In fact the documentation we have received is scores of pages including the Trust Deed and Collateral Deed.

Explanation

Attaching these deeds to me by email he gave Channel 4 News to following explanation:

“There is a credit rating of BBB+ from the large German rating agency called Scope with this bond which is deposited in Deutsche Bank London at their custodial account through State Street bank (of which can be checked on Euroclear , Bloomberg etc..) Obviously if things are different – I would have the original PPM of Seylynn village changed to the Rangers project and start selling the bond not only to my investors and exit buyers including insurance companies, pension funds and high net worth individuals but also to retail buyers including the Rangers faithful who would be helping their club through buying one of these bonds and also receiving a 6.5 per cent annual interest payment (better than any banks interest) and guaranteed return of principal after maturity in just over eight (8) years. The amounts received on this play would cover all debts and have a positive cash flow for years to come.”

In essence, the bond is drawn up in respect of a property deal in Canada – Seylynn Village – which did not go ahead. Mr Loughrey says that changing the property element to the bond is possible and the business plan for funding is set out by himself in the email I received today. Not being an accountant I have no idea whether this stands up or not.

Considering all offers?

But what is not disputed is that Duff and Phelps did not look at any business plan because – it being late on a Friday, Mr Loughrey did not submit one at the time. We know Duff and Phelps were in a hurry after the Miller fiasco, to sell Rangers somehow. But was it at all costs? Were they not obliged to find the best deal for creditors in law?

Naturally Tristan Loughrey emailed Duff and Phelps to find out why he had not been considered? Why had nobody asked again to look at his plan before going with Charles Green? Charles Walder at Duff and Phelps emailed him on 15 May at 08.3am:

Tristan

I refer to your interest in acquiring the business and assets of the Club.

The Joint Administrators have entered a legally binding exclusivity agreement with another party.  As such, any prior discussions with yourselves are now terminated and the Joint Administrators will not be progressing your interest any further.

Regards

The next morning, on 16 May, Tirstan Loughrey made his feelings clear to Duff and Phelps, the Rangers Administrators:

Hi Charles,

I thank you for getting back to me in regards to the D&Ps rejection of my offer to buy Rangers – but I was just a little bit surprised that your firm did not take into consideration my bidding for the club as it was going to be a far superior offer to what has already been accepted and it would have satisfied not only the Rangers fans but the creditors including HMRC.

I do have verifiable proof of funds in the EUR 500 Million range and also have a 350 Million euro bond that could be applied to the ongoing funding of the club for many years to come with the future security of the club assured. I do appreciate that you are working for D&P and cannot make unilateral decisions but it would be helpful for my own piece of mind if you could explain to me the rejection of my offer?

Thanking you in advance for your timely response.

Best Regards

Tristan Loughrey

Read more: Rangers’ complex connections explained

Hoaxer or genuine?

On May 17 at 13.40pm Charles Calder simply wrote back saying that since they had actually received no formal detailed offer there was nothing for them to reject. Duff and Phelps declined to comment on today’s disclosures by Channel 4 News. But clearly any administrator in a process like this has to draw a line at some point in the proceedings. There are often mischievous fake bidders out there and all kinds of chancers.

We do not know quite where Mr Loughrey sits. Is he simply one of those? He insists he is genuine and has clearly sent Channel 4 News considerable documentation linked to hundreds of millions of pounds.

He has also sent emails to and received emails from Duff and Phelps to that effect. Hoaxer or real – both sides in this agree that they never saw the colour of his money and he never had the chance to put his case.

Ultimately you must make your own judgement about this curious tale. Certainly Tristan Loughrey came late to the table. Certainly we cannot finally say whether or not this man really does have control of the kind of funds set out the documents now in our possession. But he has been very open and frank about his approach. He says he has a perfectly workable way of funding the club’s survival with the kind of money one suspects Mr Green’s consortium could only dream about.

And both parties agree that – for whatever reasons, the fine print was never given any kind of examination by administrators Duff and Phelps. So the key question in all this should now be – if Mr Green and his consortium ‘do a Miller’ and the whole thing falls down for whatever reason – will Duff and Phelps be getting back in touch with Mr Loughrey and who knows who else who might be out there claiming to have the serious money to hand?

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