Rivington Street Holdings PLC
4th Floor, 39 Athol Street, Douglas, Isle
of Man, IM1 1LA
Telephone: +44 (0) 1624 676 848 Fax: +44 (0)
1624 676 838
By Email
Re:
Request for Information
Dear Mr Mauleverer,
Many thanks for your letter
of 26th July with regard to your investments in, and relationship with,
various companies and funds associated with Tom Winnifrith and Rivington Street
Holdings PLC (“RSH”).
Firstly, let me say that I
have recently stepped into the role of CEO of RSH, and have only a very limited
experience of the past events here at RSH.
I can, of course, present the facts and point you in the direction of others who may be able to provide more in-depth analysis of the reasons behind many of the decisions that lead to the current situation.
I can, of course, present the facts and point you in the direction of others who may be able to provide more in-depth analysis of the reasons behind many of the decisions that lead to the current situation.
In your letter you refer to
various entities and I would like to begin by establishing the relationship of
the various companies and funds to RSH. Tom Winnifrith was a Director of RSH
PLC, which owns a fund management company called T1ps Investment Management
(IOM) Limited (“TIM”). TIM held the fund management contracts for the funds you
mention and Tom was the Fund Manager. Tom also acted, through TIM, in a
personal capacity as the Chief Investment Officer, or Fund Manager, to several
companies not connected to RSH, including WSI, Athol, Agneash and Port Erin.
The following table lays out
the key details for the periods you refer to in your letter (generally prior to
the end of May 2012):
Company/Fund Key People Relationship to RSH Comment
Rivington Street
Holdings PLC
|
Tom Winnifrith (Director, removed May 2012)
Jim Mellon (Director)
Denham Eke (Director)
David Gibson (Director)
|
 |
-
|
|
Tom Winnifrith, contract terminated in May 2012.
|
|
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
Rivington Street Corporate Finance Limited (“RSCF”)
Peter Greensmith (Director)
100% Owned by RSH during the
period to May 2012.
49% owned by RSH as of June
2012. Now called Peterhouse Corporate Finance Limited (“PCF”)
T1ps Investment Management (IOM) Limited (“TIM”)
Tom Winnifrith (Director,
removed May 2012)
Denham Eke (Director joined
February 2012)
Investment Committee - Note
(1)
100% Owned by RSH
Elite T1ps India Fund
EIS Fund (1,2 &3)
SF T1ps Growth Fund
Athol Gold and Value Limited
TIM was fund manager
TIM is fund manager
TIM was fund manager
Closed, funds returned to
investors
Elite T1ps Growth & Income Fund
TIM was fund manager
Fund Manager now Webb Capital
– Note (2)
SF T1ps Gold Fund
Jennifer Allsop (Chairman);
Nick Woolard (Director);
Tom Winnifrith was the fund
manager, fees paid to TIM;
No connection to
Fund Manager now Webb Capital
– Note (2)
Further information at
http://www.atholgold.com
RSH. Tom Winnifrith was
Chief Investment Officer in a
personal capacity until June
TIM was fund manager
Fund Manager now Webb Capital
– Note (2)
Worship Street Investments Limited (registered in Isle of Man)
Nick Woolard (Director)
TIM was the investment
adviser, fees paid to TIM;
No connection to RSH.
Company was advised by PCF.
WSI investors received shares in Athol following sale of WSI portfolio.
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
2012.
High Road/ Agneash Soft Commodities Limited
Graham Rose (Chairman);
Tom Winnifrith was fund
manager until February 2012 in a personal capacity.
Tom Winnifrith was the fund
manager, fees paid to TIM;
No connection to RSH.
Company is advised by PCF
First Artist/ Reach4 Entertainment Enterprises PLC
No connection to RSH
PCF assisted in fund raising
on one occasion.
Port Erin Biopharma Investments Limited
Jim Mellon (Director)
Tom Winnifrith (Director,
removed 13thJune)
Denham Eke (Director, joined
30thMay)
Tom Winnifrith was the fund
manager, fees paid to TIM;
No connection to RSH.
Company is advised by PCF
NOTES:
(1) The Investment Committee
of T1ps Investment Management (IOM) (“TIM”) consisted of:
a. Tom Winnifrith (tomat49@googlemail.com or
http://www.tomwinnifrith.com),
b. Robert Sutherland-Smith (robertrflyin@aol.com), and;
c. James Faulkner (james.faulkner@t1ps.com).
The Investment Committee made
the investment decisions for the Funds during the period that TIM was the fund
manager. TIM was also the investment adviser to WSI. Tom Winnifrith acted in a
sole capacity as Fund Manager to Athol, Agneash and Port Erin.
(2) TIM lost the fund
management contracts to Webb Capital around the end of May 2012. Further
information on the current status of the Funds can be obtained from Webb
Capital – www.webbcapital.com telephone 020
7634 9510 or info@webbcapital.com.
I have tried to answer your
questions with as much detail as possible. However, as you appreciate, Tom
Winnifrith is the person with the most detail and insight into what happened.
Where Tom was acting in a sole or personal capacity I have provided the details
of others who may be able to help if Tom is not forthcoming with the answers
you require.
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
Question
Response
Please confirm that TW was CEO and COO of RSH at all relevant
times.
Tom Winnifrith was Director
of RSH PLC at all times prior to June 2012. He held various roles such as CEO
and “Director of Strategy” but was essentially the Chief Executive at all
times.
Tom was also Director of T1ps
Investment Management and the chair of the Investment Committee.
Was TW also COO or some other officer of Athol?
Tom Winnifrith was the Chief
Investment Officer for Athol until June 2012. More information via the website
http://www.atholgold.com
Please confirm that Jim Mellon was Chairman of RSH at all
relevant times. What role has the Chairman played in this debacle?
Jim Mellon is the Chairman of
RSH and was appointed in 2010. Jim heads the Board of Directors of RSH.
As mentioned previously, the
events you mention are associated with Tom Winnifrith, either acting through
the Investment Committee of TIM, or in a sole capacity. The Board of RSH was
not involved in any fund raising or fund management activities, except in
relation to RSH PLC itself. Mr Denham Eke, a Director of RSH, joined the board
of TIM in February 2012.
How were investment decisions made? Was TW answerable to the
board of RSH or was he a free agent? Did the Board approve the transfer to the
Isle of Man?
Investment decisions in the
Funds were the responsibility of the Investment Committee of TIM. Tom
Winnifrith did not answer to the Board of RSH for these decisions - the
Investment Committee had a mandate.
The management of TIM as a
company was the responsibility of the TIM Board of Directors and ultimately the
Board of RSH. The Board of RSH approved the re-domicile of RSH PLC to the Isle
of Man in 2010 and this was ratified by RSH shareholders.
Tom’s other investment
activities in relation to companies such as Athol and Port Erin were not part
of his role at RSH. He carried out these activities in a sole capacity,
generally billing any fees through TIM, with the knowledge and agreement of the
Board of RSH.
Who made the decisions?
final
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
What was the reason for the precipitate departure of TW? He
has told us that he is bound by a confidentiality agreement. However, where
there has been such a longstanding relationship of trust, we as shareholders
are clearly entitled to know what happened. There was much online rumour and
gossip; and the whole situation, from our perspective, was and is far from
satisfactory. Please explain.
Tom left RSH at the end of
May 2012 and the terms of his departure are confidential. Suffice to say that
Tom and the Board agreed that he should leave and be replaced by a new
management team who have the skills and experience to manage RSH more
effectively.
RSH is a holding company with
investments in many successful operating businesses. The companies within RSH
with which Tom was associated were not performing as expected and could
potentially damage the many successful businesses owned by RSH. The Board and
the new management team have moved quickly to sell or close such businesses and
protect the on-going, successful businesses owned by RSH.
I believe Tom is now in
Europe but can be contacted using the email address and website details
provided above.
There has been considerable ambiguity as to TW's current and
future role, if any, with RSH. Please let us know the true position.
Tom Winnifrith is employed
under contract as a writer for T1ps.com Limited, which is owned by RSH. This
contract restricts his involvement with the business to solely writing articles
for the T1ps websites and publications. The contract is short term.
Tom is not an employee or
Director of RSH, or any business owned by RSH.
WSI/Athol: We based our investments on the trust we had in TW;
but this may have been misplaced. The fund does not appear to have been properly
run and decisions seem to have been taken in panic or on the hoof. The only
common denominator with other investments was RSH via TW. Please explain the
basis for investment decisions.
As explained earlier, WSI and
Athol are two companies that are not connected to RSH. Tom Winnifrith acted in
a personal capacity as investment manager for both companies.
TIM is a company that is
owned by RSH and which provided fund management services to the Funds you
mention. I do not know the basis for the investment decisions within TIM. The
Investment Committee made those decisions on the basis of the mandate for each
Fund. I have provided their contact details above.
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
Upon what factual basis was I encouraged to invest such a
large amount of money in WSI?
I do not know the terms of
the offer for WSI. There is a trail of all announcements from WSI here:
http://www.investegate.co.uk/Index.aspx?searchtype=3&words=
WSIP
As mentioned previously, WSI
was not connected to RSH.
I suggest you contact Tom
Winnifrith or the Board of WSI for more information.
Athol announced on the 20thFebruary 2012 that it had acquired an investment portfolio from
Agneash Soft Commodities. Tom Winnifrith, through TIM, was the Fund Manager for
Agneash until February 2012.
Agneash continues to trade
and is now managed by Graham Rose (Chairman). The company is changing its name
to Lombard Capital PLC.
The fund management
responsibility for the continuing Elite Funds was transferred to Webb Capital
as described above.
Why did Athol take over WSI‟s investment
portfolio? We had thought that Athol was a gold company?
Tom Winnifrith was the CIO of
Athol during the takeover of the WSI portfolio, which was announced in December
2011. I believe Tom was also the fund manager for WSI at that time. I suggest
you contact Jennifer Allsop, the CEO of Athol at the time, Nick Woolard, who
was a Director of Athol and WSI, or Tom Winnifrith for more insight into their
decisions.
On 13 June 2012, Suzanne
Collins of RSH wrote to Mr
McInerney:
Agneash Soft Commodities was bought out by another
company called Athol Gold. Athol Gold was investment advised by TIM (IoM) but
is now advised by Tom Winnifrith directly so I will ask him to get in touch
with you about this, and any questions you have should go to him. At the moment
I am not sure who is providing the investment advice to the Elite Fund, it was
Way Fund Managers themselves, but they may have passed it on to another
adviser. I have asked them for specific contact details but they have not yet
come back to me – if you would like to contact them yourself on the number I
provided I am sure they will be able to help – or when I have a response I will
let you know.
Later that day Suzanne Collins wrote again:
The portfolio within Agneash was taken over and effectively
became a holding within Athol Gold – therefore as Athol gold was
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
investment advised by Tom effectively Agneash was too. Agneash
became a shareholder in Athol Gold and as that is an investment company the
portfolio became part of the underlying assets of Agneash.
Were those statements true and correct? If not, why not?
Following our investments we regularly had to chase for
valuations and updates. These were regularly promised but insufficient detail
was provided. Please explain why that was the case.
TIM was the Fund Manager of these funds. The Fund Administrator is
responsible for valuations and investor communications. The Administrators
were either the Share Centre (SF funds) or Way Fund Managers (Elite funds).
Both administrators have websites and can be contacted via the contact
details listed.
|
We were not advised of the restructuring plans and the
difficulties RSH had in running the fund – that had apparently invested in
unquoted or Plus Market quoted shares. Please explain why that was the case.
Any communication with
investors is the responsibility of the Fund Administrator. The Fund Manager, in
this case TIM, does not have access to the personal contact details of each
investor and would be unable to advise them of anything to do with the fund.
We were advised indirectly that WSI had been taken over by
Athol; but we received no explanation or rationale. TW was apparently COO. Why
were we not informed?
WSI was not taken over by
Athol. Athol acquired a share portfolio from WSI and the consideration payment
(in Athol shares) was distributed to WSI shareholders. WSI was then liquidated.
As mentioned previously, both
Athol and WSI have no connection to RSH. I can only assume that both Athol and
WSI made the correct announcements and obtained any shareholder approvals
required.
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
Were investment decisions in WSI/Athol taken after appropriate
due diligence or only after personal contact and gut feeling? This question
applies to decisions made in other funds as well.
I have no insight into the
decision making process at WSI or Athol, neither of which are connected to RSH.
I suggest you contact Tom Winnifrith, Nick Woolard or Jennifer Allsop. With
regard to the Funds managed by TIM, the Investment Committee made the
investment decisions and their contact details are listed above.
Athol appears subsequently to have been integrated with
Agneash, although we are not at all clear as to what occurred. Please enlighten
us. The common factor was TW; but was this a RSH board decision or TW acting
independently? What happened was very unclear and far from transparent.
The trail of announcements
for both companies can be seen here: Athol: http://www.atholgold.com/news.html
Agneash: http://www.plus-
sx.com/companies/plusCompanyDetail.html?securityId=10475
Tom Winnifrith was connected
to these companies in a sole capacity, possibly with fees being paid to TIM
although this is sometimes unclear. He was not acting on behalf of RSH and
neither company is connected to RSH.
Tom resigned as investment
manager from Agneash in February 2012 and from Athol in June 2012. Athol
acquired a portfolio of investments from Agneash in February 2012.
Both Agneash and Athol
continue to trade.
We have similar questions for each of the other funds and
stocks. For example, who is running the Elite Fund? Why has there been such a
lack of transparency and communication?
The Elite Funds are
administered by Way Fund Managers (http://www.wayfunds.com).
They are responsible for communication with investors.
The Fund Manager for the
continuing Elite Funds is Webb Capital.
The India Fund failed to
raise sufficient money to make it viable so TIM, as the Fund Manager, and the
Way as the Fund Administrator took the decision to close the fund and return
all money to investors. This has now been done.
Why was the India fund wound up?
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
Why was JPJ discontinued?
Share
JPJ Share was a trading name
of Rivington Street Stockbrokers (“RSSB”). This was a company owned 100% by RSH
and regulated by the Financial Supervision Commission in the Isle of Man.
The decision was taken to
close RSSB in April 2012 following over 18 months of substantial losses. There
did not appear to be a credible plan to bring the business to profitability and
that was the reason for the decision.
The customers have been
transferred to the Share Centre, and all actions have been carried out to
comply with the FSC orderly wind down of the business. The FSC licence was
returned on July 31stand the business
is no longer operating.
T1ps.com Limited is owned by
RSH. We are discussing an offer from a third-party to purchase the T1ps.com
business, but are not yet at the stage where we have anything to announce.
Who are Way Fund Managers and what is their role?
Way Fund Managers are the
administrators of the Elite Funds managed by TIM (now transferred to Webb
Capital).
The Fund Administrator is
responsible for the “back office” operations of the fund, including
communication with investors. They also provide independent pricing and
valuation of the fund.
What has happened to or is to happen to T1ps.com?
The restructuring of RSCF
that saw RSH sell a majority equity stake to the management team, involved
several factors.
RSCF, now renamed Peterhouse
Corporate Finance (“PCF”) is a regulated business, and part of our new strategy
here at RSH involves the divestment of all regulated businesses. The PCF
management had also expressed a strong desire to have more control over their
business.
Tom Winnifrith initially
negotiated a deal with the PCF management which we announced in December 2011.
However, this deal never completed, and I had to renegotiate terms when I took
over.
The new deal has completed,
and sees RSH retain a 49% equity stake in the business, but more importantly a
substantial operating interest in the business. Through the provision of
consulting and
If RSCF was and is a company that has „strong performance‟ of its
business (see the announcement of 11 July 2012), how was it thought to be in
the interests of the shareholders of RSH to sell 50.1% of RSCF in the buy-out
(for £300,000 in cash) noted above?
Company number 004989V – Incorporated in the
Isle of Man, Directors: J Mellon, D Eke, D Gibson
administration services, RSH
expects to see a substantial income from PCF over the next few years in line
with its expected profits.
Please advise how RSH and/or the relevant Investment Managers
carried out their Due Diligence duties. This is a matter of critical importance
to us; and we need to be informed how investment decisions were made and
generally about the issue of process.
The investment decisions for
the Funds were made by the Investment Committee of TIM (details provided
above).
The investment decisions of
Agneash, Athol and WSI were made by Tom Winnifrith, in some cases acting
through TIM.
I can only suggest that you
contact Tom or the Investment Committee for their feedback on this question.
RSH, as the owner of TIM,
ensured that the company was properly run and complied with all regulatory
requirements that applied in its role as fund manager.
Hopefully this provides a
good overview of the relationship of RSH to the events that you highlight. Tom
Winnifrith is now no longer a part of RSH and my remit is to resolve the
problems he created along with my new management team and create long-term, sustainable
profitability at RSH.
Our strategy is to focus on
investing in good, profitable and well managed businesses in the Technology,
Events, Advisory and Media sectors. Businesses such as Blue Curve,
Oilbarrel.com, Softline and Bishopsgate Communications are all RSH group
businesses that are successful, but which have been under-invested in the past.
We have divested, or are in
the process of divesting, all group businesses which are regulated.
Unfortunately many of these businesses have generated substantial losses and
write-offs for RSH, which we disclosed in our half-year trading statement. I do
not expect the turnaround of RSH to be a short- term project.
I hope that this letter
provides at least some of the information you require, and that the directions
to other sources of information prove useful. If I can be of any further
assistance with regard to our business here at RSH, please do not hesitate to
contact me.
Yours Sincerely,
Mark Robertson, CEO
Company number 004989V – Incorporated in the Isle
of Man, Directors: J Mellon, D Eke, D Gibson
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