What started a mere 16 months ago as a proof of concept to show that failures in Company Law Compliance is a red flag to everyone and always a leading indicator of fraud etc.....

...... it seems that I hit the motherlode from the very off………...

Serendipity has always been life's hidden force. 

(I do recommend reading the LSE's Dr Chrstian Busch seminal tome "Connect the Dots") 

In a Witness Statement to the High Court served on me on Friday, Patrick Reeve (“PHR”) formally accuses me of Blackmail.

I am happy to place that document in the public domain if he so agrees, or I will do so in any event immediately after it has been before the Judge in open Court.

So the gloves are now well and truly off.

For the record: in a meeting on 30 September with Will Fraser-Allen (“WTF” is the FCA’s acronym for him) and in the presence of the Chairman of one of the VCTs, I confirmed my earlier undertaking that I am not seeking any financial benefit for myself, but seek solely:

(i) restitution to the VCTs of the more than £2.5m stolen from the VCTs by the improper “discount” on the “related party” dealings that transferred Quantexa shares to Albion’s wholly owned subsidiary and to another fund managed by Albion;

(ii) a sizeable donation to a Charity of my choice;

(iii) Patrick Reeve’s resignation as a Director of the VCTs and

(iv) Albion’s resignation as Company secretary to all the VCTs.

The 3^rd of those has been accomplished with PHR now confirming to the High Court that he is resigning to belatedly comply with good governance requirements.

The 4^th will surely follow.

The 1^st will now also be assisted by Hayes MacIntyre llp (liquidators) having to recover the monies from the Directors of the KAY and AAVC VCTs as well as Albion itself. Nice to have some statutory help and the deep pockets of the directors of those VCTs.

The 2^nd will be for consciences of Albion members when they are dragged kicking and screaming to the sacred altar of “fees and greed”, and made to atone for their sins.

At the 30 September meeting it was suggested to me that I send WTF an outline of the business proposition of my compliance venture and he agreed that I should, and I did so a few days later.

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So ahead of the Albion Crown VCT AGM on the 26th let me recap where the shareholders of all Albion’s managed VCTs now stand and my part in discovering and making public Albion’s admitted fraud:

1. NB: Shares in Quantexa Ltd are Albion’s largest single investment (>16%AUM). Valued at £160m from April 2023 to date. Albion collects Management fees of >£4m pa on this investment alone - >30% of its entire annual pre-tax profit.

2. On 3^rd July 2023 I incorporated Company Law Compliance Ltd to capitalise on my years of experience that shows there is space in today’s very patchy and inefficient computer driven compliance systems, for an “add-on” module to discover and predict both actual and likely miscreants from the starting point of the publicly available global datasets of Corporate Registries, and then running the historic and current defaulters against other already compiled datasets such as that of Quantexa, D&B and Beauhurst.

3. My first proof of concept started a couple of days later by reference only to the RegTech100 Awards list, and all I did was run that against Companies House records, and lo and behold instantly discovered Quantexa’s appalling record of late accounts, share allotments etc etc, so when they didn’t respond to my enquiries I wrote to its senior external Director - Colin Bell (the now resigning) CEO of HSBC Bank plc. and former Global Head of Compliance at UBS – he has never replied.

NB Quantexa didn’t even make it to the longlist for the 2024 RegTech100 - listings for pretty obvious reasons. What chance in 2025? (nominations have closed and results due on 11 December)

3. Albion stated in all the VCTs audited accounts, all its own publicity and investor solicitation materials that Quantexa had completed a US$129m Series E round in April 2023 and had become a Unicorn.

4. Quantexa and its BDO llp auditors later said that wasn’t true because £30,000,000 of that was actually and solely sales of shares by the Albion VCTs. Quantexa, its auditors and Albion knew that even that statement wasn’t true.

5. BUT just one month earlier, on 2^nd March 2023 Albion announced by RNS that the 5 VCTs holding Quantexa shares:

•  “ (are) pleased to report that a company within (their) portfolio(s) is undergoing an external fundraising process. There is no certainty that this will complete, or complete on the basis of the proposed terms. However, the Manager’s view of the current effect of this event, on the valuation of that portfolio interest and its impact on the (VCTs) net asset value (“NAV”), as at today’s date, is an unaudited uplift of ………..to the most recently announced 31 December 2022 ... NAV.”

• That per share value was the later revealed 20% discount to the price that Albion had agreed to subscribe for new shares for another managed fund, and at no time did Albion ever say it was planning on disposing of any Quantexa shares held by the VCTs.

6. Now that Legal Privilege has been formally waived I can report that on 30 September 2024 WTF told me in person that Albion only asked the Directors in August 2023 (4 months after the Series E announcement) if they should/could seek buyers for a small number of shares, and that they only later sought advice from Howard Kennedy llp and its wholly owned FCA approved Sponsor to confirm that the transactions were not “related party” dealings that needed disclosure to or approval of the Members of the VCTs.

7. WTF then tried to explain that the lower price (the “20% discount” to the price paid by Albion for the Series E shares it had bought for others and not the VCTs) was because the shares are illiquid and they have a lower priority in any liquidation than the later B, C and D issues, and that the sales were to reduce “concentration risk”. He also stated that the later share sales to another fund were “only a few shares”.

8. WTF then brazenly lied at the the AGM of the Enterprise VCT (slide 16 of Presentation and minute 37.40 of the video) about the sales being to sophisticated investors who only later asked Albion to manage those purchases.

9. Albion has now publicly stated in the Crown audited Accounts (page 29) that WTF had lied and actually ownership is by their own staff and partners and some other investors who pay Albion a fee at a more than 50% discount to the fees paid by the VCTs.

10. The self evident truth from the records of Companies House alone is that only after Albion had bought the majority of the shares for its 100% subsidiary at the 20% discount to the value that it was telling the whole world was the real value of Quantexa shares, did it actually transfer the ownership from itself directly to its own members and staff (and not as it has now stated in the Crown accounts) having “persuaded” (I say more likely bribed) employees of ABRDN Investment Management (now Patria Investments) to invest the money of an ABRDN Irish fund and Hampshire County Council Pension Fund at an undisclosed price.

11. Did those later dealings reflect the real 25% higher price and Albion pocketed the money for itself? Seems highly likely and one plausible explanation for why the ex-ABRDN employees were “added” to the other private fund at the time that their new employer was taking over the management of the Irish and Hampshire monies. WTF told me the 4 ex-employees were “wealthy investors in their own right” ...hmmm, simply not plausible given the size of the fund that already owned all the Quantexa D and E shares and had acquired the discounted Series A before they became members.

12. WTF told me on 30 September that the Albion staff became direct owners in the fund because it was the only way to ensure they got “their carry”. That is now shown to be a blatant lie by the statements in the Crown accounts that the carry goes to Albion and then to its members and staff.

……………………………………………………………….

Now the questions to be asked of the Crown Directors at the AGM on the 26^th.

1. A mere 9 days before the year-end why did you approve a 4 fold increase in Albion's administration fees and a 15% increase in the Management fees?

2. Why have you agreed that the Albion fee structure base reference is now to use RPI that has nothing to do with any form of Investment activity and is predicted by some econsomists likely to be a negative number in the near future in any event?

3. A simple check of the Companies House and FCA NMS records show that Albion, acting as Company Secretary, has failed over a period of 13 years to make timeous filings at Companies House and is in breach of the Listing Rules in relation to the FCA NSM requirements for Special Resolutions adopted by the Members. Albion and you have been on notice of this for many months.

4. Do you agree that Albion’s demonstrable more than decade long proven incompetence and gross negligence makes them unsuitable to continue as Company Secretary for which the members have paid them more than £500,000 and which you now see fit to increase to £200,000 per annum?

5. Do you accept that Albion’s misconduct as Company Secretary, and the related oversight failures of Howard Kennedy as FCA Sponsors, amounts to a breach of the Management Agreement and that agreement has therefore been terminated for fraud? If not why not?

6. What did Albion tell you is the reason for the 25% increase in the NAV of the Quantexa shares that you announced on 16 August 2024 to now use the price Albion paid for the Series E shares in the audited accounts, and to state that there is little likelihood of any share sales in the nearterm?

7. In the light of Quantexa’s announced (29 October 2024) falling annual growth rates over the last 3 years for client Annual Recurring Revenue have you considered that its enterprise value may be upto 40% less than the new Crown carrying value?

8. Would you please explain the reasons for the falsity of the statements on page 29 of the accounts in relation to the disposal of Quantexa shares? Companies House records, and all RNS statements, show that there were transfers to two different entities and not as you state, and that one of them was a wholly owned subsidiary of Albion Capital Group llp at the time of transfer in November 2023?

9. On what date did Albion notify you that it wished to sell Quantexa shares?

10. When and on what date did Howard Kennedy llp, and/or its wholly owned subsidiary acting as FCA Sponsor, advise you that the Quantexa share transfer to a then wholly owned Albion subsidiary was not a Related Party transactions that needed Shareholder notification and/or approval? The records show that the transfer was made, and stamp duty paid, on or before 16 October 2023 which is more than a month before the ABRDN and Hampshire County Council Pension Fund became involved in the fund.

11. On what precise date did the company actually receive the proceeds of the two sales of Quantexa shares?

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Anyone else notice the new stance of The Serious Fraud Office reported yesterday?

https://www.thetimes.com/article/bb7098b1-b6a7-42e7-86e7-a112d615726a

A time behind bars rather than propping them up might be the just result for some of the members of Albion Capital Group llp.

 

NB: Quantexa's audited accounts state the transfer price was £1,750 per share - 200% more than Albion say.

[EDIT 11.30 hrs] The below are the members of the AGOL funds:

[2nd EDIT 17.00hrs for typo on dates AGOL 2 was only formed on 13 September 2023 thus confirming what WTF told me had happened and not as he and Quantexa had told the shareholders]