Part 3
Findlay
I don't argue. I ask questions. So, Ticketus wanted their involvement kept secret?
Bryan
To a point.
Findlay
What point? Ticketus didn't want their deal known, but also didn't want to embarrass Murray? Did you keep it secret from him?
Bryan
Ultimately, yes.
Findlay
Can you embarrass a company? Was it not the case that you didn't want Murray to know because he might pull the plug on the deal. Was it not the case that you didn't care about embarrassing him? If you were genuinely concerned, why didn't someone pick up the phone and ask him, rather than all this rigmarole?
Bryan
Contacting Murray would have been a breach of financial regulations.
Findlay
Rangers were also a client. Why didn't you speak to them?
Bryan
I didn't speak to them.
Findlay
Yes. The mythical Chinese wall. Why didn't Ticketus didn't investigate through their lawyers?
Bryan
We eventually did.
Findlay
Will I find that on a piece of paper, anywhere?
Bryan
I don't think you will.
Findlay
Do you know of any communication between Ticketus' lawyers and the Murray Group's lawyers?
Bryan
I would have expected the Murray team to notice references to third-party funding in the Share Purchase Agreement. It was Ticketus who asked for reference to third-party funding to be added to the Share Purchase Agreement. I expected the Murray Group lawyers to ask about the changes, but it didn't happen.
The court was shown a Ticketus memo, saying, "We would expect word of our involvement to filter back to Sir David. We need to ensure that has no motive to release an unhelpful statement to the press, even though unhappy fans still buy season tickets."
Findlay
You didn't care about David Murray.
Bryan
It would have been embarrassing for Murray, that new owner had solved the bank debt problem.
Findlay
You had no intention of pulling the plug.
Bryan
The risk changed from October to May.
Findlay
Had Ticketus' lawyers for Ticketus examined the legal aspects of the deal?
Bryan
The view was that if ownership had been transferred, the deal was legal.
Findlay
The Ticketus memo states, "Our funding is not required to purchase the club, hence there is no legal issue with financial assistance.” That would suggest that Ticketus had received expert legal advice that the deal was legal.
Bryan
That was when he was paying £5m.
Findlay
Did you get further advice when the price dropped to a pound?
Bryan
We didn't repeat the exercise.
Findlay
Did Ticketus ever get confirmation from David Murray, confirming he knew about the 3rd-party funding?
Bryan
I don't think we did.
Findlay
Was there a phone call from Whyte, saying he had talked to David Murray about 3rd-party funding?
Bryan
At this time, I don't recall.
Findlay
Are you seriously saying Ticketus took no steps to Independently check?
Bryan
No. It was in the Share Purchase Agreement, so we expected that he had read it.
Findlay
You are saying it's clear that Murray must have known there was 3rd-party funding?
Bryan
Yes.
At that point, the Court was adjourned, to resume on Thursday 18 May, at 10am.
Day 17 - Thu 18 May 17
As was the case on Days 13 to 16, the only Twitter feed available was from James Doleman - a well-known Rangers hater, so accuracy and impartiality should be judged in that context.
Bryan
Ticketus wanted the club to be successful, so that it would continue to sell season tickets.
Findlay
Is it not the normal process with 3rd-party funding, to put the money in an "escrow" account until the deal is completed.
Bryan
Yes.
Findlay
It's not going to be someone handing over £20m in a suitcase, is it?
Bryan
No.
Findlay
Were you aware that Andrew Ellis and Chris Akers were interested in buying Rangers, before Whyte got involved?
Bryan
Yes.
Findlay
Did a member of the Investment committee make inquiries about Akers and Ellis?
Bryan
He said he would speak to contacts in Scotland.
Findlay
Do you remember telephone call from a William Murdoch about people buying Rangers?
Bryan
Yes.
Findlay
Do you remember an e-mail exchange with a Paul Hassal?
Bryan
Yes. Hassal made an inquiry about doing a deal with Ticketus.
Findlay
He knew about the Whyte deal with Rangers?
Bryan
Yes.
Findlay
So two people outside the deal knew about it?
Bryan
Unfortunately, yes. I got cold-called once, by someone who knew about the deal with Rangers and asked if Ticketus would be interested in another Scottish club.
Findlay
Whyte set up a company - Wavetower - specially for the Rangers deal. The company had no assets, so any guarantees regarding finance were worthless.
Findlay
Originally, Murray wanted £5m for his shares. Eventually, he gave them away for nothing.
Bryan
This coincided with the discussion of the tax case.
Findlay
When did Ticketus become aware of the 'small' and 'big' tax cases?
Bryan
They didn't come up in due diligence. We found out about them in the April or May. Normally, you would expect these things to be disclosed. They should have been in initial data room.
The court was shown an e-mail, dated 5 April 2011, from Bryan to Phil Betts, David Grier and others titled 'Tax Case Hurdle Info'.
Bryan
Grier was assisting Whyte with the tax cases. His company - Menzies Corporate Restructuring (MCR) - were later taken over by Duff and Phelps, administrators of Rangers.
Findlay
So, if Grier said later that he didn't know about Ticketus, that would have been an absolute lie?
Bryan
It would certainly be hard to believe. One of the scenarios for the big tax case I discussed in my e-mail was, "Murray loses and HMRC want it all." Technically, Rangers could 'phoenix' the club. That means putting the club into administration to clear out the problems. I would have expected the £2.8m 'small' tax case bill to have been disclosed earlier in the process.
In a later e-mail email from Bryan to Whyte and Phill Betts on the tax cases, Bryan wrote, "I'm nervous about the quality of information the club is supplying. The press coverage of the £2.8m 'small' tax case does nothing to instill confidence in the club's truthfulness. Craig (Whyte) is of the opinion, after his private discussions with HMRC, that £5m a year over a few years would satisfy them.
However, the maximum potential liability in the 'big' tax case could be as high as £100m. Should HMRC win the big tax case, we should instruct an administrator to protect our interests. The club is pre-packed to rid it of the HMRC debt and Craig/Wavetower would take control and honour the Ticketus agreement.
Scottish administration differs from English law, in that it looks after the charge-holder first and foremost. Craig will call the shots, but we need to be crystal clear that he would be in control.
How would the SPL treat a pre-pack? We need clarity on the scenario of the club losing its licence to play. “
Findlay
Who thought up the 'pre-pack' admin situation?
Bryan
That came from Whyte's side.
Findlay
It's clear that the tax issues might have scared the Investment Committee completely. Is it safe to say that the jury may conclude Murray hadn't been entirely candid about information in the data room?
Bryan
Correct.
Findlay
The second the deal was signed, and the cap put back on the pen, the money was available?
Bryan
That's the normal procedure.
With that, Findlay ended his cross-examination.
Advocate Depute Alex Prentice QC (prosecuting) started his re-examination.
Prentice
Ticketus had no access to the content of the data room, and no contact with Murray?
Bryan
Correct
Prentice
So you had to rely on what people told you?
Bryan
Yes. We couldn't go in directly and ask questions. Ticketus didn't want word of the proposed deal leaking out to the wider community. We never called Murray.
With that, Bryan completed his testimony