The Wee Tax Bill: a scam explored

Monday evening’s Newsnight report on Rangers financial troubles came just three days before BBC Scotland’s much anticipated documentary “Scotland Investigates: Rangers – The Inside Story”.  It is now clear that this blog has achieved its central mission: to open up discussion on the most important story in the history of Scottish football.  I found it difficult to sit back and listen to the conspiracy of silence within the mainstream Scottish media.  Their failure to do their jobs allowed the many falsehoods promulgated by the club’s executives to fill the void and be accepted as truth.

It is hard to believe how far, and how fast, this story has moved since May 2010.  Stories of Rangers’ tax troubles were initially derided by many as just malicious Internet rumours.  A skillful disinformation campaign left Rangers fans with the clear impression that it was Sir David Murray’s Murray International Holdings Ltd (Rangers’ parent company until just over four months ago) who would be responsible for paying any tax liabilities.  The amounts of the bills were ridiculed by journalists briefed by senior Rangers employees.  We were told that the club had expert advice saying that the risks of the tax case were negligible.  In any case, Rangers’ tax advisers’ professional liability insurance would be picking up the tab!  This was all typical of mainstream opinion just a matter of three months ago.  It is with some degree of pride that I look at how far the truth has come.

This blog is not solely responsible for bringing light to the darkness.  A small cadre of bloggers, messageboard posters, and journalists were on this story before this blog was even a gleam in my eye.  However, it would be disingenuous to not acknowledge the role that this blog, and its many contributors, have played in establishing the truth in the Scottish public’s consciousness.

In particular, we all owe a lot of gratitude to the real heroes of this story: the sources who had the courage to approach an anonymous blogger with information that could end their careers or worse.   When I publicised the leaking of the Bain Papers, this story was forever altered.  Craig Whyte’s claim that this blog was “99% crap” became laughable to even the most sceptical reader.  I believe that this was the  point when this story moved mainstream.

Yet for all of the sense of vindication regarding our revelations related to ‘the big case’, Rangers appear to be grasping at the last straws of solvency over more prosaic issues.  The failure to qualify for the group stages of either European competition, the arrestment of cash by former executives and solicitors, and money blown on expensive PR agencies in a forlorn effort to paint a picture of confidence and competence around the club’s new owner, have all combined to drain the Ibrox coffers faster than Craig Whyte had imagined.   Survival to the end of the current season without filing for insolvency seems unlikely.  Some even say that matters will come to a head in just a few more weeks.  If this long dance comes to an abrupt halt in just a few more movements, it will have been the less heralded ‘wee tax case’ that delivered the knockout blow.  While Scotland sits back to absorb BBC Scotland’s take on the larger issues that make insolvency a virtual certainty upon losing ‘the big case’, I thought that some more background on the ‘wee tax case’ might be interesting.  It is a tale that will leave the layman surprised at the transparent sham and fraudulent nature of the transactions.  As we will see, HMRC must have had very strong evidence indeed for Rangers to admit liability for the underpaid tax and interest.

We will simplify the facts to explain the concept, but the following is a good facsimilie of the Discounted Options Scheme used to compensate some players.  To execute this scam, a club would form an offshore company in a tax haven like the Bahamas or the British Virgin Islands.  Cash would be deposited in a bank account owned by the newly formed offshore company.  Let us suppose that £10 million was deposited.   Rather than paying players this money as wages that would have seen about 50%  taken in UK PAYE and NIC taxes, players would be given options in the offshore company.   Options provide holders with the opportunity, but not the obligation, to buy shares in the company at a predetermined price by a certain date.  As the shares in this company do not trade on the stock market (indeed the offshore company does not do any meaningful trading of any type), their real value will simply be a function of the amount of cash held in its bank accounts.  So the decision to buy the shares or let them expire worthless should be a simple one.

So let us hypothesize that ten players are granted 1 option each in the offshore company.  Assessing the taxable value of each option is easy.  (Let us suppose for simplicity that 1 option buys 1 real share).  With 10 options for £10 million cash, the value of each option would be £1 million.  Each player would be able to convert his option into a real share and would then receive a dividend, tax-free, that would pay him his £1 million cash.  So far, this story is just a blatant money laundering scam and transparently illegal if tax is not paid on the full value of the cash received by the players.  However, here comes the “clever” bit: the football club issues itself with, let us say, 9,999,990 options.  This would mean that there were now 10 million options for £10 million cash in the bank.  The value of each option is now £1 each.  By a flaw  UK law at the time, the players would only pay tax on the value of the options at the time their issue.  So each player would pay 50p in tax.  You might be asking yourself:  “So what?  The club owns most of the options!”  – and that is where this scam gets clever.  The football club allows its options to expire worthless a few weeks later- after each player has paid his 50p tax.  The players all exercise their options and divide the £10 million in the bank between them.  (The money is actually held in an offshore trust to prevent any squabbling between the players later.  A trustee pays each player according to rules provided by the football club).

Such a scheme is obviously a way to avoid paying the tax that mere mortals have to pay every day.  I am told by tax specialists that this scheme is not as illegal as it might seem.  The use of a Discounted Options Scheme like this would straddle the line of legality.   For Rangers to have rolled over and signed an agreement to pay tax and interest of £2.8 million rather than delay payment by appealing the assessments  (just as it did in ‘the big case’), HMRC must have had a massive degree of leverage over the club’s (former) executives.  While I have received confirmation from two independent sources that Rangers did indeed use a scheme like this, I do not have specific information that would indicate an inept or criminal implementation of this scheme, but I do know what they were doing with the EBT scheme during the same period.  It does not seem unreasonable to think that something must have been seriously wrong with how Rangers implemented this scheme.  Why else would the old board have folded when an appeal was the obvious next move?

Even more interesting is the curious case of the bill for the £1.4 million penalty.  Whyte was reported to have been ‘foaming at the mouth’ when this bill was received.  Rangers would have had 30 days to appeal this bill and defer it until it is decided by its own First Tier Tribunal.  Rangers have made no statement claiming to have filed an appeal for this penalty.  My enquiries have failed to produce any evidence of an appeal having been filed at all.  (A late appeal would almost certainly be allowed).  Why might Rangers not appeal?  The tribunals service in Scotland is settling down into a more established process and private tribunal hearings are increasingly difficult to obtain without a national security angle.  It would be quite likely that a new First Tier Tribunal for the penalty in ‘the wee case’ would be held in public.   In a case that the old board agreed in writing to pay when it could have filed an appeal, and where evidence of Whyte filing an appeal for the penalty is conspicuous by its absence, I am very curious as to what Rangers might have done that it would want to keep so quiet?

Perhaps the members of the Rangers Supporters Trust who are reported to be meeting with Whyte tomorrow (Wednesday) might want to ask if the penalty has been appealed?  Now that the case has become worthy of investigation by the likes of the BBC, perhaps the Scottish football mediapack might try to redeem itself by investigating this point for itself?