Craig Whyte’s Companies – Strident PLC – Mr Whyte Was NOT A Director of This Company Whilst Disqualified + Some Intricate Detail Re Connected Parties

 

 

Recently on the RTC blog there was a flurry of activity in connection with Strident PLC. One website which provides company data appeared to be suggesting that Mr Whyte had been a Director of this company throughout most, if not all, of the period of his disqualification.

If that was the case, then clearly Mr Whyte would have had more to worry about than the possible continuation of his cross examination by Alastair Clark QC in the case of One Stop Roofing Supplies Ltd v Tixway UK Ltd.

However, that is not the case. Strident has a lengthy list of former directors. There are a couple of matters of interest which arise however.

First of all, as shown below, Strident PLC was a company in which Craig Whyte owned 49,999 of the issued shares until 27th April 1999, when they were transferred to another company. The remaining one issued share was owned, until 17th April 1999, by Kenneth MacLeod, the former accountant linked to Mr Whyte by the BBC Inside Story programme, and through many companies where they were both directors.

What the terms of the transfer of shares from Mr Whyte to SBI Nominee Holdings Ltd is unclear, as that company was listed as “dormant” at the time.

In addition, the shares were transferred again from SBI Nominee Holdings Ltd to FE Holdings Ltd when both of these companies were dormant. Strident has now been dissolved. What happened, if anything, to the “value” in the shares?

However, whilst these are matters of interest, I think they pale beside many of the other questions which have arisen in connection with Mr Whyte’s affairs.

There is an interesting example of what our American cousins would call “the old switcheroo” which is reminiscent of other machinations carried out in companies connected with Messrs Whyte and MacLeod at a similar time. I have detailed it in the notes about Mr MacLeod.

Now, as I was always taught at school, I am showing my workings below. Be warned, it is turgid stuff, but there might be points of interest that occur to readers.

—————————————————————

From the Companies House website:-

 

Company Details

Name & Registered Office:
STRIDENT PLC
48 SKYLINES VILLAGE
LIMEHARBOUR
LONDON
UNITED KINGDOM
E14 9TS
Company No. 03186668

Status: Dissolved 06/12/2011
Date of Incorporation: 16/04/1996

Country of Origin: United Kingdom
Company Type: Public Limited Company
Nature of Business (SIC):
7499 – Non-trading company
Accounting Reference Date: 31/01
Last Accounts Made Up To: 31/01/2010  (DORMANT)
Next Accounts Due:
Last Return Made Up To: 16/04/2011
Next Return Due:
Last Members List: 16/04/2011

Previous Names:
Date of change Previous Name
10/07/1996 GLOBEREACH PLC

 

UK Establishment Details
There are no UK Establishments associated with this company.

 

Overseas Company Info
There are no Overseas Details associated with this company.

 

This is the company in connection with which it has been suggested that Craig Whyte served as a Director for a period when he was disqualified from holding a directorship. I thought that seemed to be rather unlikely, to be frank, so I have looked a bit more into the company.

It is recorded that in fact the Company was dissolved on 23rd August 2011.

At that point, the Directors listed were:-

Fe Nominee Directors Ltd;

Fe Corporate Services Ltd;

and Sherri Ellison.

 

The previous were:-

Craig Whyte (42) Company Director;

Company Directors Ltd; (Disregard as Company Formation Agents)

Temple Secretaries Ltd; (Disregard as Company Formation Agents)

Fe Holdings Ltd;

Bhe Company Directors Ltd;

Sbi Company Secretaries Ltd;

Vital Holdings Ltd;

Brendan Earley (56) Company Secretary;

Prolink Ventures Ltd;

Richard Stanton-Reid (54) Solicitor;

Sbi Nominee Holdings Ltd;

Sbi Company Secretaries Ltd;

Bhe Company Secretaries Ltd; and

Kenneth Macleod (63) Accountant.

 

The age listed for the “human” directors is as at today, so we are dealing with Craig Whyte, 1969 version, perhaps therefore with flared trousers and a flower power bandana?

 

The company is shown in the records as having been “dormant” as far back as 1999. It has remained dormant till it was dissolved.

 

It might seem to have an awful lot of activity for a “dormant” company!

 

Per the Companies House website:-

1. What is a dormant company?

A company is dormant if it has had no ‘significant accounting transactions’ during the accounting period. A significant accounting transaction is one which the company should enter in its accounting records.

When determining whether a company is dormant you can disregard the following transactions:

  • payment for shares taken by subscribers to the memorandum of association;
  • fees paid to the Registrar of Companies for a change of company name, the re-registration of a company and filing annual returns; and
  • payment of a civil penalty for late filing of accounts.

 

So we have a company which does nothing for at least 11 years…

 

Looking more closely at the directors, we see the following:-

 

Fe Nominee Directors Ltd            – Is listed as a dormant and non-trading company. It shares the registered office of Trident. Its director is Sherri Ellison. A former director is Tess Flower.

 

Fe Corporate Services Ltd            – Is listed as a dormant and non-trading company. It shares the registered office of Trident. Its directors are Sherri Ellison and Tess Flower.

 

Sherri Ellison                                      – Is an accountant who seems to be involved in the records of many companies. There is no proof that she had any formal involvement in Strident PLC whilst Mr Whyte was there, although the signature on the 2000 Annual Return could be hers.

 

Fe Holdings Ltd                                 – Is listed as a dormant and non-trading company. It shares the registered office of Trident. Its directors are Sherri Ellison and Tess Flower.

 

Bhe Company Directors Ltd         – Was dissolved on 16th July 2002. It seems to have been dormant since at least 2000 if not before. Its directors/officers at the end were Brendan Earley and Sbi Company Secretaries Ltd. Previous directors include Sherri Ellison, Tess Flower, Wulstan Earley, Brendan Farley and Kevin Sykes.

 

Sbi Company Secretaries Ltd       – Was dissolved on 5th May 2009. It shared the trading address of Trident. Its directors were Sherri Ellison and Tess Flower. Previous directors included Philip Ellison.

 

Vital Holdings Ltd                             – Was dissolved on 26th April 2005. Its final registered office seems to be a terraced house in Wimbledon. A winding up petition by creditors was notified in the London Gazette in January 1999. At that stage the Registered Office was in Goswell Road, London. Amongst its directors were Susan Gemmell, Kenneth MacLeod, Sherri Ellison, Craig Whyte (1969), Prolink Ventures Ltd, Spartan Industrial Group Ltd and Bhe Company Directors Ltd. Accounts as at January 1997 suggested the company had net assets of £3,125,610.

 

 

Brendan Earley (56)                        – Is listed as a director of 5 active and 58 inactive companies, many of whom are listed here.

 

Prolink Ventures Ltd                       – Was dissolved on 25th February 1997. Its directors were Vincent and Sonya Konig.

 

Richard Stanton-Reid (54) Solicitor – Is listed as a director of 10 active and 39 inactive companies.

 

Sbi Nominee Holdings Ltd            – Was dissolved on 30th June 2009. It shared the trading address of Trident. Its directors were Sherri Ellison and Tess Flower. Previous directors included Philip Ellison.

 

Sbi Company Secretaries Ltd       – Was dissolved on 5th May 2009. It shared the trading address of Trident. Its directors were Sherri Ellison and Tess Flower. Previous directors included Philip Ellison.

 

Bhe Company Secretaries Ltd     – Was dissolved on 27th November 2001. Its last registered office was the same Wimbledon address as Vital Holdings Ltd. Its directors were Brendan Earley, Sherri Ellison and Tess Flower. Previous directors included Philip Ellison.

 

Kenneth Macleod (63) Accountant – he deserves a post all of his own. Let it be noted that he is listed as director of 39 inactive companies, many of which were also involving Craig Whyte. One example is Vus 1996 Ltd. This company was originally Vital Ltd. It then became Vital UK Security Ltd. The Registered Office was at the Goswell Road address. Mr Whyte was not a director of Vus1996 Ltd. However, both of them were directors of Vital Security Ltd. Previous names for this company were Conbury Ltd and Vital Uk Security Ltd (note the lower case “k”).

 

 

The records indicate that 49,999 £1 shares in Strident PLC were owned by Fe Holdings Ltd and 1 £1 share by Fe Nominee Directors Ltd.

 

 

Now we turn to the company returns for Strident.

 

In the return as at 16th April 2000 we see the following:-

 

The registered office is in Bowling Green Lane in London, an address which appears in other Whyte companies.

 

The Company Secretary is BHE Company Secretaries Ltd of the same Bowling Green Lane address.

 

The listed Directors are BHE Company Directors Ltd, of Bowling Green Lane and Brendan Earley of the Wimbledon address where Vital Holdings Ltd ended up.

 

There are 50,000 issued shares in the company. 49,999 of them are held by SBI Nominee Holdings Ltd and 1 by SBI Company Directors Ltd. On 17th April 1999 the one share was transferred from Kenneth MacLeod, 31A St James Square, London. On 27th April 1999, the 49,999 shares were transferred to SBI Nominee Holdings Ltd by Craig Whyte, Flat 8, 83 Lancefield Quay, Glasgow.

 

By 16th April 2001, the Registered Office has moved to 11 Lyon Road, South Wimbledon (not the same address as Mr Earley the previous year). The directors have changed too. They are now the owners – the two SBI companies.

 

By 16th April 2007 the position was that the shares were held by FE Holdings Ltd (49,999) and FE Nominee Directors Ltd (1). That stayed the same through the 2011 return.

 

Therefore at some point between April 2001 and April 2007, the ownership of the 49,999 shares passed from SBI Nominee Holdings Ltd to FE Holdings Ltd. However, for all that period FE Holdings remained a dormant company. That confuses me.

 

SBI Nominee Holdings Ltd was also a dormant company for that whole period of 2001 until it was dissolved in 2009.

 

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15 Comments

Filed under Craig Whyte's Companies

15 responses to “Craig Whyte’s Companies – Strident PLC – Mr Whyte Was NOT A Director of This Company Whilst Disqualified + Some Intricate Detail Re Connected Parties

  1. TheBlackKnight

    Chapeau as always Paul. Wonder what inspired such investigative work….., 😉

    Strange connection between the addresses, associated companies and CW69/ CW71/ Ellison/Mr Wulstan Early/ Mr Brendan Early/ Mr Aidan Early(Corporate Resolve) Mr Aidan Earley………… 😉

    • TBK,

      As the old Law Society saying went “it’s never too earley to call your accountant” (or summat like that).

      In addition I came across Wulstan Earley’s address as regd office of another one of Whyte’s former companies. Trying to recall which one!

      Thanks for the pointers!

      • TheBlackKnight

        Also C4E Group

        Registered Address
        SUITE 5 2ND FLOOR,
        VIKING HOUSE LODGE LANE
        DANEHOLES ROUNDABOUT GRAYS
        RM16 2XE

        Current Directors
        LANMAN ASSET MANAGEMENT LTD and
        Mr Aidan Chan Edmund Earley
        Current Secretaries
        Miss Sherri Louise Ellison

        Guess who was a director, none other than Mr Wultan Early

        Mr Aidan Earley was also director of Corporate Resolve ( Mr C Whyte please step forward 🙂 )

      • TheBlackKnight

        Not forgetting Mr Keatings 🙂

      • I note that another interesting ‘typo’ from that list of directors involves the Earley surname. (Or is it the Farley surname?)

        “Bhe Company Directors Ltd – Was dissolved on 16th July 2002. It seems to have been dormant since at least 2000 if not before. Its directors/officers at the end were Brendan Earley [sic] and Sbi Company Secretaries Ltd. Previous directors include Sherri Ellison, Tess Flower, Wulstan Earley, Brendan Farley [sic] and Kevin Sykes.”

        Aiden, Brendan, Wulstan … Earley, Farley…
        I say tomato, you say tomato…

        • Insomniac

          Interesting. “Brendan Farley” Isn’t appearing anywhere else in obviously relevant places and nobody appears to fit the bill in the likes of Linkedin. Given the date of his directorship (June-Dec 1994) it may be a similar named actual real person! (Although you’ll know this lot well enough to include any stunt in their repertoire….it is now a well-established pattern of theirs.) I wonder how close to the legal definition of deception it is?
          A similar example…..
          http://www.crimes-of-persuasion.com/boilerrooms/brinton_group.htm
          Number 10 on the list.
          Different spelling and a ten year difference in the stated ages of this Peter Townsend and ours but the m.o. is the same.

  2. jd

    Apologies ,are these dormant companies registered for no real purpose and can become active in any type of business ,why would someone transfer shares to a dormant co,are or where these shares obtained from breaking up companies seems confusing ,again apologies but this is a great learning curve.

    • I am sure there are lots of reasons for having dormant companies ticking along.

      Quite how and why one would transfer shares to a dormant company which, in turn, passed them on some years after, I really don’t know.

      How the “dormant” company can own and then dispose of the shares, and remain dormant, I don’t know either.

      I knew I should have kept studying accountancy!

  3. Saint-Just

    Is it a mere coincidence that Kenneth MacLeod and Richard Stanton-Reid are both the directors of 39 dormant companies, or are they the same 39 companies?

  4. Insomniac

    Thanks for that Paul. I’ve read it a couple of times but I’m still not sure what it means. I am amateur following a few leads on google and I’m sorry if i got it wrong. I hope some useful info came from it that moved the story forward and if not, my apologies.

  5. John You're Immortal

    Paul, can I enquire what your opinion is on the pdf’s known as Tixway 7, Tixway 12 and Tixway 13 which are forms 288a and 288b, which someone with a signature looking very close to that if the MBB has signed on behalf of Custom International Ltd.? These are forms sent to Companies House in the UK and all dated in 2004. Do you think that this infringes whatever statute would have been in force in 2004, as I see that the BAD Act only appears to have been in force since 2007?

  6. J Green

    Further investigation is required into a transaction back in 2005 with Merchant House Group.

    A £500,000 secured convertible loan notes was made and a debenture against this at Companies House to Stokewell Ltd. This loan allowed the loan holder on conversion to appoint 2 directors who became James Holmes and Martin Eberhardt. These notes were rolled into new convertible loan notes issued to Liberty Capital in 2010.

    When Stokewell Ltd was incorporated it looks like Coinc Directors Ltd was the sole director/shareholder(hiding the real owner/director). This later changed to the majority shareholder being FE Holdings Ltd which leads further to the link below that Paul detailed.

    This all happened whilst Craig Whyte was banned as a director and was prohibited in any way to directly or indirectly exert influence on another company director or act as if they themselves are a company officer.

    Is it possible Craig Whyte was acting in a similar controlling manner to the one he performed at Re-tex Plastic Technology during his ban? Make your own mind up on that one.

    http://www.uk-wire.com/Article.aspx?id=200508030700146537P
    https://scotslawthoughts.wordpress.com/2012/01/10/another-court-action-involving-craig-whyte-appears-in-the-court-lists-whyte-v-whyte/#comment-1146

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