Significant Control

A person with significant control is an individual (person or registrable legal entity) who meets one or more of the following conditions in relation to a company:

Condition 1: Directly or indirectly holds more than 25% of the company’s issued share capital.
Condition 2: Directly or indirectly holds more than 25% of the company’s voting rights.
Condition 3: Directly or indirectly holds the right to appoint or remove a majority of board of directors.
Condition 4: Has the right to exercise, or actually exercises, significant influence or control of the company, LLP or SE.
Condition 5: Has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.”

Today’s preface is ‘concomitant’ to yesterday’s piece which highlighted Johnstone’s elevation to a position of significant control. I note that Cluster One picked up on my initiative and passed it off as his own. Second hand news at the SFM. It was ever thus.

He should have followed up as I did on the ‘investor’ section of their website, but why be thorough when you are ripping someone off? The idea of a paywall becomes more attractive day by day.

I digress. Transparency and this website are ships passing in the night. Wee Stevie had better get his finger out to inform us how Johnston and Scott acquired significant control. Divvying up Gilligan’s share does not go far enough. Have they been conferred with NOAL’s voting rights? At 14.29% the arch criminal’s holding also comes up short of the 25% threshold.. Has one or more of our ursine chums cashed out? I would with some measure of confidence assume that Scott and Taylor move in the same circles in Hong Kong. Mr. Taylor, as a big swinging dick at Morgan Stanley, might need more than a willy-warmer if it starts blowing cold from Paternoster Square in London. King’s toxicity will be contagious.

As readers of this site know, King stepped down as chairman from his inordinately bent holding group which trades on the JSE as MMI. He knows he is heading for a fall even if Lord Bannatyne delivers his judgment with a blindfold and concomitant bared nipple and knee.

Johnston and Scott’s elevation is no accident. They are preparing for The Tempest (jj:passim).

As one casts a backward glance at the football, St. Johnstone’s Rangers Lite rout was almost as noteworthy as Aberdeen rag-dolling Hibs. Slim Shady Traynor provided the perfect excuse for the Aberdeen players to underperform against Lite, but now that McInnes is firmly in the saddle his exhortation to ‘giddy up’ was evidently heeded. Murty was last seen standing on his head in a vain attempt to reverse the result. Lite’s win against Hibs was as undeserved as it was unjust. Since when was moving your harm to control a bouncing ball in the box not a penalty?  Keeping your hands at your sides is no excuse.

When the officials cheat this blatantly, it follows that the message has gone out in the lodges that Lite are trading on fumes and need all the help that can be mustered.

There are banana republics with more integrity than Lite and what passes for governance at the SFA.

Rangers cheated, won 17 bent titles, went bust and conferred the bent titles as part of a job lot to Sevco. The SFA officers should take a long hard look at themselves the next time they check their balances at the ATM:

Cash Available: £300,000

13 Season Integrity Bonus: £0.00

Scottish Football is not the only sport that has endured an integrity bypass. Jim Spence’s take on Chris Froome is sympathetic. As my readers would anticipate, my take is to pull my socks down to my ankles and discard shin guards.

Froome is as bent as Wiggins. Professional Cycling is a medical science laboratory on wheels. I love the Tour De France with a passion, but I know that the winner will be doped up to his eyeballs, or in Froome’s/Wiggins’ case, nostrils.

It must have been some climb up the amateur ranks when suffering with acute asthma. It’s barefaced cheating. Catheters filled with clean urine being clandestinely passed from an adjacent room is not the exclusive preserve of Russian Winter Olympians. Marita Koch’s 400m world record of 47.6 seconds was so bent that she should have been rewarded with a medal in the style of a question mark.


Johnston’s elevation is just the latest attraction in the three ring circus at Ibrox. We don’t have to smell the elephants to know that some shit is going down. Would anyone be surprised if the Lite board invited Koch to be their global ambassador?



Published by



26 thoughts on “Significant Control”

  1. I don’t think Johnston and Scott have assumed control. The clue is that Gilligan is no longer a Person of Significant Control (PSC). Gilligan never had significant control in any lay interpretation of the term. However he had (I assume) agreed that his minor shareholding would vote with a group of shareholders who together would have over 25% of the shares. This would lead to his PSC status. This will also (again, I assume) be the case with Johnston and Scott too. I dont think we should read much into these annou cements/appointments. I think RIFC is just following para 7 of the PSC Summary Guidance document contained as an embedded link in the following link.

  2. Could he not of got 25% of the share through new shares from the resolution at the agm.
    Was that not to get the right to issue 105million shares in the club/holding company.

    1. They have the “right to” issue shares up to xxxx. Doesn’t mean that they will or have done so. I’m sure if there was millions of actual new real money ( as opposed to old already spent loan money) flowing into TRFC, this would be trumpeted load and long from a high level area. In this case silence is telling you more than words ever would.

  3. I sense another topic as an earner for you JJ.Check out the Evening Standard 25th July 2012 regarding “team” GB.Then you have Addlington,Farah,Radcliffe etc etc.Amazing how so many have not only reached the peak but “managed” to remain there,or is it pretty obvious why? Two triathlons today for me,if I could just find an inhaler……

    1. This would be an excellent read. I too believe that doping is systemic in sport, to the point that only full disclosure of substances taken would suffice. PED can be taken if not on a banned list so scrap the list and make every athlete disclose what they take and let the authorities determine if they give a sporting advantage.

      1. I don’t think scrapping the list in favour of having the authorities decide would be a good idea.

        I believe there are loads of sports people who have been doping and, because of the money involved in their endorsements, have had a blind eye turned to it. There are or have been administrators in athletics who could fit right in in the Scottish football governing bodies. The past president, for instance, was reported to have been looking for a loan for improvements to his home in Senegal: a few years later he was ensconced in a pad in Monaco.

    2. I agree with your suspicions about Farah and Radcliffe: Farah with all those consecutive championship golds, coached by Salazar (who was linked to athletes who had served bans or were under suspicion) and also trained in Kenya whose doping record is not exactly unblemished; Radcliffe who somehow managed to run over five minutes faster than any female had managed previously, I never even watch athletics now because I don’t trust what I am seeing… especially Bolt and Farah.

  4. Since 1980 till Usain Bolt every so called athlete has tested positive for performance enhancing drugs in the 100 metres final, drugs in sport has got so bad even the number 1 in golf has failed a drugs test, nothing happened to him as he took a six month vacation from the game,

  5. I have serious doubts about Wiggins, far fewer about Froome. In the Vuelta as a leading rider he KNEW he would be urine-tested after each stage. It would be outright lunacy to overdose on salbutamol knowing you’re going to be tested. The things that pique my interest are (a) just how little we know about the way it metabolises in the body , and (b) how its readings alter with differing levels of dehydration. Logic and experience suggest that extreme dehydration might well give higher readings than for precisely the same amount of the drug in his urine if more normal levels of hydration occur.

    The guy in our local cycle shop is a former team rider and boy, does he have tales to tell. He seems ready to give Froome the benefit of the doubt, but not Wiggins. I’ve adopted his tip of taking a couple of paracetamol before training sessions. Amazing the little boost it gives you.

  6. It’s amazing how many elite sports persons have put themselves on medication through exercise induced asthma and every one states that the meds don’t aid,in any way,their performances.Surely,by taking medication,it allows them to compete and Heaven forbid,some might bend/break the rules.
    P.S.It was proved today that not one Celtic player was on performance enhancing medication,doctor!DOCTOR!

  7. Think you nailed it about Celtic frailties recently I agreed with your opinion but sometimes denial gets in the way. Today happened we move on and hopefully BR freshens things up in the January window. Enjoy reading your articles keep going Hail Hail Neil

    Sent from my iPad


  8. How ironic that the machinations of TRIFC and the Scottish Legal system (Lord Bannatyne’s “delay”) seem chronologically and seamlessly conjoined…one could argue in terms of probability that they are acting in concert.
    Or am I being cynical?

    1. He’s saving it as a Christmas present. He’s tired of being loaded up with Sevco crap cases and will send them a not amused present.

  9. Sitting in lounge in LAX waiting for plane to NZ wondering when Sevco go under. Virtually no income for a month yet still have to pay December bills. Are creditors still being shafted

  10. Mr John James,

    I took the liberty of reviewing the relevant documents relating to ‘Persons With Significant Control’ at the Companies House.

    Mr. Scott’s position is clear cut based on publicly available evidence detailed below.

    Mr. Johnston’s position is less clear.

    I believe both of these gentlemen are excercising ‘significant influence or control’ by virtue of their position on the RIFC board and their status as creditors of the company. They can unilaterally extend the term of their loans, or alternatively refuse to extend the term and force a default event. Mr Scott, as an existing creditor of the company as specified in the annual report, he became a person with significant influence or control the minute he took a board seat on Nov 15th which was disclosed on Dec 11. His buying Gilligan’s shares was a coincidence and not really relevant.

    Mr Johnston, as an existing board member, fell under the same category because of something that hasn’t been publicly revealed yet, but I believe to be a shareholder loan to cover Pedro’s buyout. His shareholding alone isn’t enough to trigger the 25% threshold, so there has to be some other event that occurred on Nov 15th whereby he gained significant influence irrespective of the shares he bought from Gilligan.

    Something happened on/about Nov 15th with respect to Johnston and the rest of the board. Was he told to basically put up or shut up with regards to shareholder loans? Looking back, Gilligan resigned (or was forced out?) from the Board on May 22, just days before the £3M payment to Sports Direct. Was he given an ultimatum to pony up some cash and did he step aside or was forced out when he refused? And after seeing this back in May, did Johnston succum to a similar demand in Nov to retain his board seat? There’s no proof one way or the other, but circumstantial evidence is persuasive.

    If I am right about Johnston becoming a creditor, that means that all Directors except Graeme Park are now creditors of RIFC and can individually force a default event if they so choose. And I think we need to look past Graeme Park’s status as he is likely nothing more than a proxy for his father who is a creditor.

    1. The Auditors said an immediate £1.7m was required in Nov. Glib promised to pay. Did he leverage AJ to pay it?

      The Nov wages were paid for therefore someone chipped in. Who?

  11. Sorry for not paying attention appros making a donation,reading all your articles,but how do i donate to get full access,and how much?you do some research,and you dont miss the mark.

    1. Good of you to notice the hours of research I put in prior to composing a piece. I retired five premium articles yesterday as they were more trouble than they were worth. There is a PayPal button the left margin. Those who value my work make an effort to sustain this site.

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Google+ photo

You are commenting using your Google+ account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )


Connecting to %s