The Lemon Fool

The three Core VCTs rise from the dead with court appointed new liquidators. A most unusual development!

https://www.thegazette.co.uk/notice/3082488
Appointment of Liquidators
Name of Company: CORE VCT IV PLC
Company Number: 05957412
Date of Appointment: 20 July 2018
Laurence Pagden (IP No. 9055) and Simon James Underwood (IP No. 2603) both of Menzies LLP, Lynton House, 7-12 Tavistock Square, London, WC1H 9LT
By whom Appointed: An Order of the Court restoring the Company to the Register and appointing the Joint Liquidators

https://www.thegazette.co.uk/notice/3082483
Appointment of Liquidators
Name of Company: CORE VCT PLC

https://www.thegazette.co.uk/notice/3082482
Appointment of Liquidators
Name of Company: CORE VCT V PLC

More info in Companies House
https://beta.companieshouse.gov.uk/search?q=core+vct

Hold on to those old share certificates. I would expect the new liquidators to be writing to shareholders in due course.

Well found, tolmers - very interesting - have a rec. By the way your link takes you to the original liquidators notice not the August 2018 one

Since I owned 2 out of 3, I'm intrigued to know what this is about? Does anybody have insight to this resurrection. Cheers bnmlp

Looking at the Companies House documents I see that the court action is the result of an application by someone well known in the VCT field. My guess is that time has shown that the sale of assets, effectively to the managers, was not done at a 'fair price'.

I have never owned any shares in any of the Core VCTs.

Has anyone got any ideas on where this has got to? I seem to have lost my links to the original documents.

BusyBumbleBee wrote:Has anyone got any ideas on where this has got to? I seem to have lost my links to the original documents.

I don't know the answer but I suggest that you could call the current liquidators:-
Menzies LLP, tel 020-7387-5868 (Laurence Pagden and Simon Underwood)

I Have had a letter from the Liquidators today with an update on the web.
Unfortunately I am not very computer savvy so I have been unable to reach the contents
or open the appropriate file.

Menzies don't appear to have loaded the document. I rang and they mailed me a pdf.

Menzies were appointed new liquidator (replacing Begbies) on 20 Jul 2018 by Mr Justice Fancourt to investigate the companies' financial affairs.

Fakhry (but not Fry/Begbies) has appealed to the Court of Appeal to appeal the High Court decision (itself an appeal) in respect of the Removal Application (of Begbies). The appeal is scheduled to be heard on 28 Jan 2020.

The link provided in the recent letter from Menzies to the Core VCT shareholders for downloading the Menzies first combined annual progress report for Core,Core IV and Core V , is now working:

https://www.turnkeyinsolvencyservices.biz/hl-login.html

There were around 3000 shareholders on the three registers, but there were quite a number (maybe 10%) which were held in nominee accounts, so If any shareholders cannot access because they have not received a letter with login details, just PM me and I will provide a copy.

timbo003 wrote:There were around 3000 shareholders on the three registers, but there were quite a number (maybe 10%) which were held in nominee accounts, so If any shareholders cannot access because they have not received a letter with login details, just PM me and I will provide a copy.

As usual you and Robin keep us well informed - so a big thank-you to you both.

As you know - mine were held by a nominee. My platform shows they were removed on 08/08/2016 with the line entry: "Removal of stock due to liquidation. Is it time to ask the platform to reinstate them or should it wait till next year when the appeal is heard? If you can send me the PDF I will be very grateful.

with kind regards - John

The Liquidators progress report (up to July 19th 2019) is now available for public viewing via the Companies House beta web site:

https://beta.companieshouse.gov.uk/comp ... ng-history

https://beta.companieshouse.gov.uk/comp ... ng-history

https://beta.companieshouse.gov.uk/comp ... ng-history

Is there any more news on what is going on here?

The appeal by the Manager is being heard on Wed & Thurs this week in the Royal Courts of Justice in the Strand.

Unfortunately the appeal proceedings were halted after the morning session, as a potential conflict was identified with the one of the three judges and one of the shareholders who had provided written statements as part of the submission. The appeal will now be rescheduled with a new panel of judges, although no indication was given on timings.

The rescheduled appeal by the Manager is being heard on Tues & Wed this week in the Royal Courts of Justice in the Strand.

Here is a short legal summary of the case so far, found on the internet.

https://www.3harecourt.com/assets/asset ... 20Pugh.pdf

The without notice restoration of a company to the register with a view to investigating claims against former fiduciaries and former liquidators is not one for the faint-hearted.

In a commendable judgment in In re Core VCT plc (in liquidation) [2019] EWHC 540 (Ch), Mr Jeremy Cousins QC dealt with some of the myriad of issues which arise in such cases.

It appears that this is the first reported case in which minority shareholders disaffected by a members’ voluntary liquidation (MVL) process have succeeded in restoring a company to the register with a view to new liquidators reviewing that MVL.

It is unlikely that former administrators or liquidators (or most others) will have standing to contest an application to restore a company to MVL with new office-holders

What would we do without folks like you and TImbo, Tolmers. Thank-you very, very much for pointing us to this. with kind regards - BBB

The appeal court judgement from March 2020 was finally handed down on 15 Sept. Here are the key findings (my bold):

94. The proper course, in my judgment, is to do now what should have been done at the beginning, that is, to convene meetings of members of each Company to consider resolutions addressed to whether that Company is to remain restored to the register for the purpose of investigating the conduct of management and the former liquidators and whether the present liquidators should remain in office. These should be ordinary resolutions decided on a simple majority of votes. Once the meetings have been held, the court would decide whether to confirm or set aside the orders made by Fancourt J. In the absence of exceptional circumstances and subject to the next paragraph, it is to be expected that the court would give effect to the resolutions.

95. It is necessary to consider the position of those members who would be the subject of the proposed investigations and other members so closely associated with them that they would be likely to be influenced by regard for the personal interests of those subjects. This is the second reason given by the Judge at[111] for not convening meetings. This problem has been considered in the context of derivative actions and resolved by having regard only to the votes of shareholders independent of the proposed defendants: see Smith v Croft(No 2)[1988] Ch 114. This can be achieved either by not permitting such members to vote at the meeting or by noting their votes and the court deciding whether to disregard them.

96. A related issue arises in connection with the funding arrangements in place for the present liquidators. I mentioned earlier that no mention of this was made, still less were details provided, to Fancourt J. It is an obvious question to ask, how the liquidators will be funded when the Companies have no assets. This was raised by counsel for the applicants before the Judge, but the present liquidators declined to provide any information on it, commenting that they were not required to do so. We requested details of the funding arrangements,and some information was provided in a note after the conclusion of the hearing.

97. Two points of significance emerge. First, the present liquidators are relying on resolutions passed during the “previous” liquidation for the remuneration of the former liquidators as authority for their own remuneration. To date some £250,000 plus VAT has been paid to them on this basis. This may be legally permissible, a point on which I express no view, but it underlines the need for the members as a body to resolve what they consider should be the future of the Companies.

98. Second, the present liquidators’ remuneration, expenses and legal costs are being funded by “shareholders in the Companies”. The legal costs are very substantial, principally as a result of these proceedings.This funding is designed to cover the investigation phase, but not the costs of any proceedings that may follow. If no claims are brought, or the claims are unsuccessful, those shareholders will not be repaid. If claims are brought, and are successful, those shareholders “will be returned the monies invested and a return on their investment for putting their money at risk”. No information has been provided as to the size of that return. Full disclosure of the terms of these funding arrangements will need to be made to members, at the latest when notice of the meetings is given to members. Given that these shareholders have a financial interest in the continuation of the investigations, I am inclined to the view that, like the managers and others associated with them, they and their associates should be treated in the same way, either not voting at the meetings or having their votes recorded.

99. As the approach to the treatment of the votes of members with particular interests in the outcome of the meetings has not been the subject of submissions, I would suggest that written submissions are provided to the court following the hand-down of our judgments.

100. There are a number of practical but important issues to be decided. These include the contents of circular(s) to be sent to members, which must fairly present the facts and issues,the length of notice of the meetings, the mechanics of giving notice, the date, time and venue of the meetings and the person to chair each meeting. Fortunately, the judges of the Companies and Insolvency Court are well-experienced in dealing with questions of this sort, for example in connection with schemes of arrangement. I would allow the appeal and remit the set-aside and restoration applications to the Chief Insolvency and Companies Court Judge for directions as to the meetings which are to be convened of members of the Companies.

Just had a read of the 3rd annual report from the Joint Liquidators....
They seem to be racking up significant costs, anybody know who is paying or liable for their bill???

Trust you are well, Tim and getting out and about. This still ticks on then but can't read the Times article without signing up - which I am not inclined to do for a sister paper of the Sun
Any chance of a a quick summary?
with kind regards - BBB