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Subject: Invoice and proceeds

From: Ross Bryan <RBryan@octopusinvestments.com> Date: 28 June 2011 To: "phil.betts@virgin.net" <phil.betts@virgin.net>, David Grier <Dgrier@mcr.uk.com> Cc: Craig Whyte <ctw@libertycapital.biz>, Andrew Harding <AHarding@octopusinvestments.com>

Phil, David

Just wanted to follow up on the voicemail I just left Phil.

If you could please have those invoices with Andrew today, I don’t think it is fair to have them arrive on his desk the day the VAT return is due which is Thursday 30 th and ever closer.

Glad to read in your update last night, Phil that season ticket sales are in the 34-37k region. This should have 2 impacts:

1. You are entitled to do the rollover deal and receive the c.£5m, which I understand would be

useful for cashflows very soon

2. The c.£9m of proceeds from this season are now due to be received in our Ticketus/designated

account

We are also expecting to close other deals this week, of which it would be useful to have access to ‘our’ £9m (£5m for you and £4m for the other deals). David, please can you liaise with Andrew to transfer these funds to Ticketus as soon as possible please.

Many thanks

Ross Bryan

From: <phil.betts@virgin.net> Date: 28 June 2011 To: Ross Bryan <RBryan@octopusinvestments.com>, David Grier <Dgrier@mcr.uk.com> Cc: Craig Whyte <ctw@libertycapital.biz>, Andrew Harding <AHarding@octopusinvestments.com>

Thanks Ross

Excuse my ignorance and as I said last week my memory isn't what it used to be, but I don't think we were expecting to be sending £9m. How has this figure been arrived at?

Regards

Phil

Sent from my BlackBerry® wireless device

From: Ross Bryan <RBryan@octopusinvestments.com> Date: Tue, 28 Jun 2011 To: phil.betts@virgin.net<phil.betts@virgin.net>; David Grier<Dgrier@mcr.uk.com> Cc: Craig Whyte<ctw@libertycapital.biz>; Andrew Harding<AHarding@octopusinvestments.com> Subject: Invoice and proceeds

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From: Ross Bryan <RBryan@octopusinvestments.com> Date: 28 June 2011 To: "phil.betts@virgin.net" <phil.betts@virgin.net>, David Grier <Dgrier@mcr.uk.com> Cc: Craig Whyte <ctw@libertycapital.biz>, Andrew Harding <AHarding@octopusinvestments.com>

Phil

The table below from the purchasing model shows the amounts paid and the proceeds due:

model shows the amounts paid and the proceeds due: Sorry it’s a little blurred as it

Sorry it’s a little blurred as it goes from excel to email, but in the current season 2011-12, the proceeds INC VAT for the 23,154 tickets we bought produces £9.6m of cash due to Ticketus.

As per your indication, if sales are now 34k+ that concludes the transaction for the current season

R

From: Ross Bryan <RBryan@octopusinvestments.com> Date: Wed, 29 Jun 2011 To: 'phil.betts@virgin.net'<phil.betts@virgin.net> Cc: Andrew Harding<AHarding@octopusinvestments.com> Subject: Re: Invoice and proceeds

You do need to remit the whole lot for us to properly effect a true sale of the new tickets. Also in future seasons we'll be running a designated account whereby the funds would be under our/andrew's control anyway. The old deals would have been done this way save for LBG being tricky, which is no longer an issue.

We can turn this round quickly so your cash position will be ok within the week.

Thx and speak later today

R

From: phil.betts@virgin.net <phil.betts@virgin.net> To: Ross Bryan Sent: Tue Jun 28 2011

Subject: Re: Invoice and proceeds From my memory of the forecasts, I thought we were due to send back half that amount, which is why I was suggesting last week that we hold onto the funds we have, save you sending down the second tranche of £5m.

Will take a look later and revert. I am meeting with David, Craig and Gary tomorrow at 10.00 so worst case will be back to you after that.

Thanks

Phil

Sent from my BlackBerry® wireless device

From: Andrew Harding <AHarding@octopusinvestments.com> Date: 29 June 2011 To: "phil.betts@virgin.net" <phil.betts@virgin.net>, David Grier <Dgrier@mcr.uk.com> Cc: Craig Whyte <ctw@libertycapital.biz>, Ross Bryan <RBryan@octopusinvestments.com>

Dear Phil and David,

Following recent discussions, please find attached the invoice relating to the sale of Ticketus Season Tickets. Ordinarily these funds would be in our designated account. As it is currently not, the invoice should be settled straight away. Please can you let me know when you have remit the funds. Please let Ross or I know if you have any queries.

Many thanks

Andrew

From: phil.betts@virgin.net Date: Wed, 29 Jun 2011 To: Ross Bryan<RBryan@octopusinvestments.com> ReplyTo: phil.betts@virgin.net Subject: Re: Invoice and proceeds

Morning Ross

Whilst 34.5k season tickets have been sold we have not received all the funds yet. I'm told we have received c£6m so far with further direct debits due in July and August.

We can send the £6m received thus far, but then need the £5m + VAT (£6m) immediately as our cashflows, which you have seen, were based on this £6m being available on a rollover basis, not leaving a gap of even a day or two

The invoice is being prepared and will be with you and Andrew shortly.

Regards

Phil

Sent from my BlackBerry® wireless device

From: Ross Bryan <RBryan@octopusinvestments.com> Date: Wed, 29 Jun 2011 To: 'phil.betts@virgin.net'<phil.betts@virgin.net> Cc: Andrew Harding<AHarding@octopusinvestments.com> Subject: Re: Invoice and proceeds

You do need to remit the whole lot for us to properly effect a true sale of the new tickets. Also in future seasons we'll be running a designated account whereby the funds would be under our/andrew's control anyway. The old deals would have been done this way save for LBG being tricky, which is no

longer an issue.

We can turn this round quickly so your cash position will be ok within the week.

Thx and speak later today

R

From: phil.betts@virgin.net <phil.betts@virgin.net> To: Ross Bryan Sent: Tue Jun 28 17:30:39 2011 Subject: Re: Invoice and proceeds

From my memory of the forecasts, I thought we were due to send back half that amount, which is why I was suggesting last week that we hold onto the funds we have, save you sending down the second tranche of £5m.

Will take a look later and revert. I am meeting with David, Craig and Gary tomorrow at 10.00 so worst case will be back to you after that.

Thanks

Phil

Sent from my BlackBerry® wireless device

From: <phil.betts@virgin.net> Date: 30 June 2011 To: Ross Bryan <RBryan@octopusinvestments.com> Cc: Craig Whyte <ctw@libertycapital.biz>

Hi Ross

Our position is the same as yesterday. We have only received c£6m from the season ticket sales thus far.

Clearly, we don't want to fall out with you guys at such an early stage in what we hope will be a long term relationship, but I'm not sure how we deal with this. We simply haven't received the money yet. Also our cashflows were dependent on the rollover, with no gaps.

Clearly, there has to be a solution that works for all concerned. I can pop in tomorrow or Monday if you feel we need to sit down and work it through.

Regards

Phil

From: Ross Bryan <RBryan@octopusinvestments.com> Date: 30 June 2011 To: "phil.betts@virgin.net" <phil.betts@virgin.net> Cc: Craig Whyte <ctw@libertycapital.biz>

Hi Phil

I'm OK with the fact that the figure is £6m and we will need to wait a few more weeks to reach the full £9m (though if the volume of sales is as you stated at 34k+ I have a secondary question about

pricing, but let's park that). Equally I can understand if the club is waiting for any funds from Zebra - naturally I know that number.

There's a clear conceptual point to refresh here - when the ticket proceeds are received they are held on trust for Ticketus. It is Ticketus' cash, not the club's since you have already received it and had the benefit. At no point should the receipts be thought of as working capital that can be used. In future seasons, now that LBG are no longer a problem, the contracts require a designated account structure into which ticket proceeds go, which only Ticketus can withdraw from. This will practically reflect the concept above.

Saffrey's did account for these transactions in their monthly forecasts, so the accounting should be correct. If you used the funds again, then you would also be falsely accounting for the Ticketus transaction.

How much can you transfer to Ticketus today please?

KRs

Ross

From: <phil.betts@virgin.net> Date: 30 June 2011 To: Ross Bryan <RBryan@octopusinvestments.com> Cc: Craig Whyte <ctw@libertycapital.biz>

Hi Ross

Conceptually, I think we do fully understand how this works.

As you may remember, payments from season ticket sales are received by DD and by four instalments. We have received the first two instalments, but are waiting for the other two, which are due in July and August. At which point clearly, we will be in a position to clear what is due to you.

I understand that this is not be used as working capital. However, as far as I am concerned, the

'rollover' drawdown is to be used as working capital so to not have this transferred simultaneously, will

have a drastic effect on the clubs cashflow.

I fully expected the 'rollover' to be a seamless process, where we transferred funds to you and they

were simultaneously transferred back. If we can achieve this then all will be ok for both parties. My

concern is any potential delay in receiving funds from you.

I really think this is better dealt with face to face and can pop in tomorrow to sort or am available all day on the phone today if you wish to call.

Kind regards

Phil Sent from my BlackBerry® wireless device

From: Ross Bryan <RBryan@octopusinvestments.com> Date: 30 June 2011 To: "phil.betts@virgin.net" <phil.betts@virgin.net> Cc: Craig Whyte <ctw@libertycapital.biz>, Andrew Harding <AHarding@octopusinvestments.com>

Phil

Let's speak later. You're right that the rollover is for working capital of course, that's the driver for the funds and it will be seamless. I think the overlooked point is that the rollover does not become

available until all the current season is repaid (71%) and the completion certificate issued, but the proceeds are due to be paid back to Ticketus as the funds arrive.

I should be free around 2pm

Thanks

R

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From: <phil.betts@virgin.net> Date: 30 June 2011 To: Ross Bryan <RBryan@octopusinvestments.com> Cc: Craig Whyte <ctw@libertycapital.biz>, Andrew Harding <AHarding@octopusinvestments.com>, David Grier <Dgrier@mcr.uk.com>

Ok, will give you a call then.

Thanks

Phil

Sent from my BlackBerry® wireless device

From: <phil.betts@virgin.net> Date: 30 June 2011 To: Ross Bryan <RBryan@octopusinvestments.com> Cc: Craig Whyte <ctw@libertycapital.biz>

Hi Ross

Further our telephone conversation of earlier. I will come back to you on Monday at the very latest (off tomorrow) with a proposal for repayments.

I also suggested it would be a good idea if Craig and I popped for a chat and to this end wondered if you are free on Wednesday. Please let me know what time suits you.

Kind regards

Phil

Sent from my BlackBerry® wireless device

From: Ross Bryan <RBryan@octopusinvestments.com> Date: 1 July 2011 To: "phil.betts@virgin.net" <phil.betts@virgin.net> Cc: Craig Whyte <ctw@libertycapital.biz>

Phil

I have a pretty free diary on Weds 6th so feel free to suggest a time morning through until about 4pm.

On the payments, I am in Committee at 11:30 this morning to request the loan to cover where the GRFC ticket proceeds are o/s - this is OK, but I will need to indicatively add that the £1.9m direct debit that Andrew says is pending to go into the account will be available next week (visibility on how the loan will be repaid). Please let me know if this is unrealistic as it is worse to suggest that will happen and then not deliver.

Thanks

Ross

From: <phil.betts@virgin.net> Date: 1 July 2011 To: Ross Bryan <RBryan@octopusinvestments.com> Cc: Craig Whyte <ctw@libertycapital.biz>

I am off today, I think this will have to be in the unrealistic box.

Will have a firm proposal for you on Monday.

Sorry to be brief but wanted to respond before your meeting.

Sorry if we are causing you problems.

Regards

Phil

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