Hush hush Avocet 'deal' heading offshore

by DOUG COLLIE

The identity of new investors who are set to plough millions of pounds into the Avocet 'disruptive technology' group remains a closely guarded secret as company executives prepare for a crunch meeting on a ship off Cyprus.

Details of the Mediterranean rendezvous and a follow-up discussion scheduled for Vancouver are contained in a shareholder letter circulated by Avocet chairman Martin Frost which also takes a swipe at the 'feuding people' of the Scottish Borders where the group once promised to revolutionise agricultural production.

The latest developments in the fast moving Avocet saga follows confirmation at the weekend that Mr Frost had relinquished his directorships of no fewer than 13 companies bearing the Avocet title. These outfits are largely dormant, and Mr Frost has been replaced in twelve cases by Avocet Natural Capital PLC [ANC] of which he remains a board member.

Lancashire-based chartered accountant Paul Newsham is now involved in the running of six Avocet companies having been appointed to the board of four subsidiaries on August 9th. Mr Frost retains his position with ANC as well as Avocet Americas, Avocet IP, Avocet Faculties and six other group businesses.

Last night's update to 650 shareholders - again it carried a warning not to share the contents with third parties - set out a timetable for Avocet's transformation should the new investors come on board.Mr Frost wrote:

"Thursday 3rd September, English lawyer Mr. David Southern will produce the revised Articles of Association of Avocet N C Limited and the revised management contract between Avocet NC Limited and ANC Plc.

On Saturday 5th September, the Revised Articles of Avocet NC Limited shall be adopted.

Week commencing Monday 7th September ownership control of Avocet NC Limited will pass to the proposed new investors in ANC Plc.

On Thursday 10th September, Dr. ‘Bob’ Jennings and I meet our proposed investors aboard ship at sea outside Cyprus.

On Wednesday 16th September Dr. ‘Bob’ Jennings and ‘Dr. Glyn Short’ will meet our proposed investors in Vancouver, Canada.

On Friday 9th October, those Avocet Natural Capital Plc shareholders who choose to vote will hopefully have given ANC Plc’s directors a mandate to alter the Articles of Association to permit a Drag-Along Rights."

The Avocet chairman goes on to explain that the purchasers' North American lawyers will individually write to ANC Plc shareholders offering to purchase so many shares from them at the price of £3 per one-pound share. 

"Upon acceptance the physical share mechanics will be overseen by Asset Match with the payment emanating from the US. The passage of money is expected to happen by cheque during the 21 days following the modification of ANC Plc’s Articles of Association. Note: ANC Plc shares are likely then to become tradeable on a platform such as Asset Match."

The update also contains a question and answer section which sets out to address some of the issues raised by concerned investors and others which have not featured so far.

And it claims that some of the agreed creditors of insolvent businesses Orrdone Farms Limited; Omega Infinite Plc, and Avocet companies associated with Avocet Bio Solutions Plc have sold their debt to Mr Frost or associates at the rate of one pound ANC Plc share for each one pound of debt?

Not Just Sheep & Rugby reported last week on a damning report from Orrdone Farms joint administrators Emma Porter and Joanne Brown that directors of that company had failed to provide information needed to progress the administration.

Some of the other Q&As dealt with include:

"Question: There is a rumour doing the rounds that the prospective buyers are Israeli and therefore we should not sell our ANC Plc shares to a ‘rogue’ state?

Answer: Avocet Natural Capital Plc has a diverse investor base which is made up of many religions:  to date some 11% is Moslem and 3% is Jewish. For reasons which in time will become obvious the prospective buyers do not wish to become visible until their 20% purchase of ANC Plc equity and their subsequent option to buy are complete.

"One can say that the prospective buyers'  driving force is one of philanthropy rather than profit but obviously the sums must add up. So, one confirms that the prospective buyers are NOT the State of Israel and one does confirm that the prospective buyers are polynational with British, Indian, US, Russian, and German roots.  

"Question: Why has not the negative messages portrayed by much that is written in the Avocet Forum and by Bloggers destroyed the Avocet story?

Answer: Shortly put, the Avocet story is bigger than its critics. From afar, the Scottish Borders is romantically seen as Walter Scott’s home. A region, full of colourful feuding people pursuing lives of yesteryear. Perhaps Rudyard Kipling’s poem ‘If’ sums up the prospective buyers understanding of existing management’s resilience though in truth our prospective buyers perceive that these naysayers risk their own nemesis by their utterances."

New job titles will foster confusion, say critics

DOUGLAS SHEPHERD on changes at the top of Scottish Borders Council.

The decision to dish out new job titles to leading members of Scottish Borders Council is unnecessary and confusing, it has been claimed, with calls for a return to much simpler 'names' for those in charge of services.

Council leader Shona Haslam came forward with the shake up of Cabinet titles which was approved at a full council meeting yesterday.

As a result the updated roles and responsibilities are as follows:

Executive Member for Wellbeing, Sport and Culture: Euan Jardine;  Executive Member for Enhancing the Built Environment and Natural Heritage: Simon Mountford; Executive Member for Community Development and Localities: Robin Tatler; Executive Member for Public Protection: George Turnbull; Executive Member for Adult Wellbeing: Tom Weatherston; Executive Member for Children and Young People: Carol Hamilton; Executive Member for Economic Regeneration and Finance: Mark Rowley; Executive Member for Transformation and Service Improvement: Scott Hamilton; Executive Member for Infrastructure, Travel and Transport: Gordon Edgar; Executive Member for Sustainable Development: Sandy Aitchison.

And here are the former titles the very same councillors held before Mrs Haslam decided it was time for change:

Wellbeing, Sport and Culture (replaces Culture & Sport); Enhancing the Built Environment and Natural Heritage (replaces Planning & Environment);  Community Development and Localities (replaces Neighbourhoods & Locality Services); Public Protection (replaces Community Safety); Adult Wellbeing (replaces Adult Social Care); Children and Young People (unchanged); Economic Regeneration and Finance (replaces Finance and Business & Economic Development); Transformation and Service Improvement (replaces Transformation & HR); Infrastructure,Travel and Transport (replaces Roads & Infrastructure); Sustainable Development (New).

According to the council leader: "I am fully focused on making sure that the Borders is the best possible place to live, work, learn and do business. These changes to the Executive are about our vision for the Borders and focus on what we are trying to achieve more than simply what we all do.

"We want a better built environment with the highest possible standards, we want to encourage health and well being, build on our culture and deliver better infrastructure and transport.  I am particularly pleased to be able to create the post of Executive Member for Sustainable Development. This will put the UN Sustainable Development goals at the very heart of all that we do as a Council. This is an Executive that will drive forward the vision towards the Council elections in 2022 and beyond.”

But readers of these columns who drew the changes to our attention were far from convinced services will improve simply by exchanging one job title for another.

One contributor told us: "It is difficult to understand why this is being done at a time when SBC has much bigger issues on its hands. How is any council taxpayer going to understand what these new handles mean? The old ones were bad enough. The sheer length means they'll never fit the full titles on their business cards!"

And one Borders resident even resorted to rhyme to mark the occasion, using the pseudonym 'Dean of Guild':

The pandemic may be raging, folks are dying in their bed,

And Scottish Borders Council is about to lose its head.

Aye, the much loved chief executive on a hundred something grand

Will take her leave of everyone, things could get out of hand.

Our SBC is struggling, its services are cut,

Unlike the grass, no bedding plants, the voters do their nut.

They stagger on from day to day, no vision and no locus,

At least the leader’s on the ball, her brain in sharpest focus.

While all around her melts away she’s come up with a wheeze,

To change her Cabinet’s titles, obscurer if you please.

There was a time in days gone by when council posts were clear,

Chair of planning, head of roads, nothing fancy here.

But that’s not good enough right now, they’re after something grander,

Executive member is the name to which we all must pander.

The list of titles they now have would make a good man wince,

To lapse into vernacular “it’s all a load of mince”.

A change of title will not help to make the Cabinet better,

A few might benefit us with a resignation letter.

Apparently this new named bunch will head to the election,

In amongst them the executive member for public protection.

I realise that doesn’t scan, you cannot make it fit,

The titles are so big and long, for poets they are sh*t.

And what is this, cannot believe the title I am seeing,

It’s only the executive member for Adult Wellbeing.

So in the corridors of power job titles are the rage

But can they push coronavirus from the ‘Berwickshire’s’ front page?

'Non-cooperation' of all directors highlighted in Avocet report

EXCLUSIVE by EWAN LAMB

The entire board of management of a 'revolutionary' farm business have ignored repeated requests for information about the company's financial affairs from insolvency practitioners, called in nine months ago by agricultural lenders said to be owed £3.25 million.

And a progress report from the joint administrators of Borders-based Avocet Farms Ltd. (now called Orrdone Farms) reveals that a confidential statement concerning the conduct of directors has been lodged with the Secretary of State.

At the time of the company's collapse the directors were Martin Frost, James R Jennings and Janet Orr Frost. The company secretary was Eirlys Lloyd.

In their report administrators Jeanette Brown and Emma Porter state: "As a minimum we are required by the Statements of Insolvency Practice to undertake minimum levels of investigation work in order to fulfil our statutory obligations to report matters under the Company Directors Disqualification Act 1986. In particular, a confidential report must be submitted to the Secretary of State to include any matters which have come to our attention during the course of our work which may indicate that the conduct of any past or present Director would make them unfit to be concerned with the management of the Company. We confirm that our report has been submitted."

Creditors are also told in some detail about the difficulties Mrs Brown and Ms Porter have faced in their bid to determine the company's position when the administration commenced in January 2020.

The report explains in an executive summary: "Our work has been severely curtailed by the non-co-operation of all of the directors of the company in that they have singularly failed to provide any satisfactory explanations as to the state of the company’s affairs as at the date of our appointment. The Joint Administrators have made repeated requests to the directors to provide all necessary information, explanations and documentations, but to date all requests have been ignored." 

According to The Insolvency Act 1986 the legislation can be used by insolvency practitioners to demand property from anyone having the insolvent company’s "assets and or documents such as its books, papers and records which would be relevant to the insolvent company’s financial affairs." The Act has mandatory characteristics  and failure to co-operate by a company officer constitutes a criminal offence for which he or she may be prosecuted.

In the body of their report Mrs Brown and Ms Porter write: "The main aspect of non-cooperation by the directors which has hampered the progress of the Administration concerns the lack of provision of a Statement of Affairs as at 23 January 2020. The last audited accounts prepared were for the period ended 31 December 2017, which means that a full account of the company’s assets and liabilities have not been provided for a period of over 2 years.

"This has led to considerable uncertainty, and a disproportionate amount of time being spent by the Joint Administrators, in attempting to establish the underlying basis of the company’s true overall financial position, the overall affairs of the company and the conduct of the directors. What this means in practical terms, is that the Joint Administrators are not only uncertain about the position of the company in relation to certain assets, but also, we have been unable to establish a full picture of the  company’s overall liabilities and in particular, the trade creditors of the company.

"The directors have failed to reply directly to specific requests for documentary evidence to substantiate various claims and allegations made by them. We have however been subjected to a large number of emails, from one of the directors, Martin Frost, sent either directly to us or indirectly to others and highlighted to us by third parties. These have led the Joint Administrators to believe that certain statements made by him are at best, inappropriate or in the extreme, incorrect."

A review of the limited accounting information provided showed that at the date of the appointment of Joint Administrators, Orrdone Farms Limited was owed money by various companies “connected” with them in the “Avocet” group. 

And the report also shows: " We were informed by the Company Secretary on the day after our appointment that the company had ceased trading in early 2019 and that all employees of the company had either been made redundant in April 2019 or had been transferred across to the employment of other companies under the “Avocet” banner. 

"It would appear however that those employees who had been made redundant were not paid their termination payments at the appropriate time, and therefore the Joint Administrators have had to spend time dealing with employee claims and liaising with the Redundancy Payments Service to ensure that the former employees received the statutory sums due to them." 

In a section headed Disposal of Properties, Mrs Brown and Ms Porter say: "The disposal of the company’s two main farming properties, namely farms at Sunwick and Harcarse Hill, [both in Berwickshire] have been severely hampered by Scotland’s overall strict COVID-19 restrictions. The Joint Administrators’ efforts continue in that area, and the agents used continue to be those detailed in the Joint Administrators proposals issued in March 2020. 

"Progress has been made in clearing out personal items held at the Harcarse Hill property and arrangements to make the property ready for marketing are at an advanced stage. Various claims have been made regarding the ownership of the contents of Harcarse Hill and time has been spent by the Joint Administrators in reviewing and investigating statements made concerning this matter, and requests have been made by us for documentation proving provenance and title. 

"In the meantime, independent valuers have been engaged to catalogue, assess and value the contents held. Other than to separate out items which are clearly personal to make them ready for collection by the Directors, no other items have been removed (or sold) from the Harcarse Hill property."

Alexander Graham Bell and the key to great wealth

by OUR BUSINESS UNIT

The 'trade secrets' of the Avocet group of 'disruptive technology' companies are considered to be as valuable as the patents granted to Alexander Graham Bell, inventor of the telephone in 1876, it has been claimed by company chairman Martin Frost.

If that is the case then Avocet's 650 shareholders can look forward to fabulous riches, according to research and calculations by our team of financial experts.

In another shareholder letter issued earlier today Mr Frost dismisses Not Just Sheep & Rugby's "ill-informed" article of yesterday in which we analysed the proposed injection of £750 million into Avocet NC Ltd. by an unnamed investor.

Mr Frost told investors: "I very much regret a serious shareholder data breach was proven yesterday. Prompted by our fifth column miscreants, an ill-informed article was published with the intent to scupper current negotiations. Central to the article was: a) Why would an investor want to invest £750 million into his own company, namely the independent Avocet NC Limited?; b) Why would an investor pay up to £3 a share for an ANC Plc one-pound share?"

Readers are then treated to a detailed explanation of intellectual property (IP), patents, trade marks and registered designs.

Mr Frost stated: "Most patents and IP generally are not commercialised. It is generally accepted that intellectual property (IP) is a set of business assets as well as legal ones. As business assets, however, they have no significant value by themselves. 

"This is a fundamental property of intangibles, such as IP. They become valuable only in the context of the business. That is to say, when their roles in supporting the corporate business strategy are made explicit, and/or when they are processed through the organisation’s other business assets (such as manufacturing or distribution) to produce a protected product or service that is attractive to customers."

So far Avocet has not brought a single product to the market and has generated little revenue since the first of the businesses was formed in 2014.

However, Mr Frost adds: "In terms of Avocet’s patents there are two which analysts regard as jewels and with respect to trade secrets Avocet has a brainchild of Dr. Jennings and Dr. Glyn Short which when factored in will be Avocet’s greatest revenue earner. In real terms this Avocet trade secret is considered to be as valuable as that of inventors Alexander Graham Bell, Thomas Watson, Granted: March 7, 1876; Patent Number: US 174465."

That particular patent was for improvements in telegraphy so that a much larger number of signals could be transmitted simultaneously on the same circuit. But this was just one of Mr Bell's 'trade secrets' or jewels.

When Bell brought his product to the market in 1876 he offered to sell the patent exclusively to Western Union for $100,000, worth $2.4 million in today's values.

According to Wikipedia: "The president of Western Union balked, countering that the telephone was nothing but a toy. Two years later, he told colleagues that if he could get the patent for $25 million he would consider it a bargain." A figure of $25 million in 1878 translates to $605 million in 2020.

But by then the Bell company no longer wanted to sell the patent. Bell's investors would become millionaires while he fared well from residuals and at one point had assets of nearly one million dollars. 

So if the Avocet fuel additive proves to be as successful as Bell's range of inventions each investors could stand to make the sterling equivalent of $24 million ( equal to a million dollars in 1878). Some of the forecasts already provided by the Avocet board  have predicted global sales of the replacement fuel running into hundreds of millions of pounds via a franchise network.

Today Mr Frost reminds his audience that he and his inner circle could already be wealthy men, thanks to Avocet's IP collection.

He says: "For those of you who regularly follow these shareholder updates you will recall that on December 18th 2019, Bob Jennings, Glyn Short, and I were offered £25 million apiece if we would jump ship and take with us this trade secret.

"It goes without saying that Bob & Glyn’s commitment to fellow Avocet shareholders was absolute. So, the current share price being considered could well be too cheap, hence the necessary kick provided by the option. Hence too is why an ill-informed article has not thrown off current buyer interest."

Over the weekend Mr Frost also issued a 10-page document dedicated to yet another attack on members of the Orr family who live in rural Berwickshire.

This is only being mentioned here because Bill Chisholm, proprietor of this blogging website warrants three mentions, a record so far in any Avocet correspondence.

The one which caught our eye was this: "I understand that the ‘bully girls’ [Mr Frost's pet name for the joint administrators of his insolvent company Orrdone Farms] state Avocet’s farming accounts are a fabrication – reason: because Aileen Orr says so! Hopefully, the photographs and article below will give you a flavour of the Orr lies – and their tin pot deductions so amplify (sic) portrayed by their economist guru Mr. Bill Chisholm."

Mr Chisholm has asked us to point out (again) that he has never met any of the Orr family. But he added: "Economist guru has a nice ring to it".

£750 million cash injection for Avocet from mystery investors

by EWAN LAMB

Details of a massive financial deal involving the Avocet group of 'disruptive technology' companies has been greeted with scepticism by some of the company's shareholders and roundly criticised by a business analyst.

Despite warnings by Avocet chairman Martin Frost that his letters updating 650 investors must not be forwarded to third parties, Not Just Sheep & Rugby received copies of his weekend missive from several sources, each expressing disbelief at the sheer scale of the claims being made.

Mr Frost had indicated in a previous letter that he and fellow director Dr Bob Jennings would be travelling to Manchester to meet potential investors who wanted to acquire a large number of shares in Avocet.

Yesterday's update did not disappoint.

Mr Frost wrote: "Thursday’s and then Friday’s discussions were better than one could have hoped. At a uniform price, ten million existing untarnished Avocet Natural Capital (ANC) Plc shares shall be acquired. ANC Plc will increase its issued share capital to 54 million one pound shares to allow (at a premium price of £3 per ANC Plc ordinary share) £12 million cash to be injected into ANC Plc. for additional ANC working capital and to restore Omega Infinite Plc to the Register."

Omega, formerly called Avocet Infinite, was the parent company of the group before crashing into liquidation earlier this year with debts running into millions of pounds. A subsidiary, Orrdone Farms Ltd, is currently in the hands of joint administrators, also with significant debts and a list of trade creditors owed more than £600,000.

Mr Frost's letter headed 'Caution, a deal is not a deal until done' says: "There are the usual necessary undertakings required of Avocet key individuals and upon Avocet’s patent agents, Basck.

"Via the advance of a million pounds, the new investors obtain control of Avocet NC Limited [a company presently controlled by Lancashire chartered accountant Paul Newsham]. A 100 million one penny shares will be issued (54 million to existing ANC Plc shareholders, at the ratio of one penny share for each one ANC Plc share held and 46 million one penny shares to go to the new investors).

"The new investors then plan to inject into Avocet NC Limited some £750 million of which £500 million will go into fuel and alternative energy (based mainly North America), £150 million into renewable green methanol (mainly Middle East), and £100 million into agriculture (mainly Africa). The new investors will have an option to convert their Avocet NC Limited investment into 30 million new ANC Plc shares by December 31st, 2023."

According to Mr Frost the unnamed investors will encourage: ANC Plc’s shares immediate move to a trading platform; the‘avocet methanol’ project with water blended imported fossil methanol; their total management and governance of Avocet NC Limited; a new ANC Plc board upon which they shall have an observer; new intellectual property and the development of the ‘master franchise’ and‘golden supplier’ concepts; a quick determination and conclusion to the discussions.

Mr Frost concludes: "Dr.’Bob’ Jennings shall remain as a director and though otherwise requested; I shall resign from all operational roles, remaining a ‘Life President’ and observer of ANC Plc."

However, an experienced business analyst who read Saturday's letter said there were serious issues and questions which required full explanations.

The expert said it should be noted that under the terms of the proposed 'deal' Mr Frost would be issuing four million additional ANC shares, thus diluting the existing shareholders by 7.4%. 

"He is diluting the existing shareholders despite currently personally “holding” over six million ANC unpaid for shares 'for future buyers of ANC Plc shares'.

"Now here is exactly the buyer that he said that he was waiting for - one willing to pay a premium – in this case, £2/share.  Why then, is he diluting the existing shareholders rather than honouring his commitment? 

"At £3/share, this values ANC at £162 million, well in excess of its 2019 book value (£40 million), well in excess of the last Coller IP valuation (£41 million to £62 million), and well in excess of even Mr Frost's own personal opinion of its worth - 'in my opinion, ANC Plc’s worth to me is £50 million plus'...(Martin Frost letter - July 12, 2020).  Why would this mystery buyer be willing to pay three times what Mr Frost cites as the general consensus as to value?"

The source added: "The new investor will be investing £22-£34 million (4 million@ £3/share plus 10 million@ an estimated £1-£2.40p/share) in ANC.  This is almost equal to, and possibly well in excess of, the total investment put into Avocet shares since the company’s inception! 

"It is also, on a per share basis, three times the general consensus as to worth which has been cited by Mr Frost. For essentially doubling or more the existing investment in the company he/she is getting only 26% of the company’s shares.  And ANC as it stands has no cash and no commercially viable products.  From all objective viewpoints, this investor is getting a very bad deal."

  

'Borderlands' archaeological project by top US university

by DOUGLAS SHEPHERD

A collection of works which will flow from a three-year research programme headed by an eminent professor of archaeology at California's Stanford University is expected to shed new light on life through the ages in the lands which straddle modern day Scotland and England.

And although the academic base for the project is some 5,000 miles from the Scottish Borders, the man behind the ambitious programme is extremely well qualified for the task.

Professor Michael Shanks has been involved in various pieces of research in this part of the world, and his personal logo is taken from an 18th Century gravestone in Dryburgh Abbey's burial ground.

The professor told Not Just Sheep & Rugby of his passion for the rich history of the Borderlands, the title of the project which is scheduled to run until 2023.

He said: "Key questions that drive the project are - just what is a region? How might we represent the diverse and many voices of a region like the English-Scottish borders? In ways that respect deep histories and memories. In ways that avoid reducing people and their experiences to caricatures. My aim was, and still is, to speak with and for those who have been hidden from history. And yes, mobilising the latest theory and method in the social sciences and humanities."

Professor Shanks was born in Blyth, Northumberland, and read Archaeology and Anthropology at Peterhouse Cambridge, graduating in 1980.

He explained: "Enthusiastic about the new developments in archaeological thought that I encountered in Cambridge’s vibrant research community at the end of the 70s, I returned north and moved into full time archaeological fieldwork in the City of Newcastle-upon-Tyne."

Professor Shanks moved to Stanford in the Silicon Valley in 1999 but has maintained a close contact with his former colleagues in the North-east of England. 

He explains on his website: "I have researched the design of beer cans as well as ancient Greek perfume jars, prehistoric landscapes and ancient cityscapes – the great stone megalithic monuments of Atlantic Europe, the city states of the ancient Greek world in the Mediterranean. I have advised the Mayor of Rotterdam on cultural policy,

"And I do what most people associate with archaeology – dig up the past – as part of the team excavating the Roman town of Binchester in the rolling hills of the English border with Scotland – the place that Ptolemy, the ancient geographer, called VINOVIUM (“On the wine road”)."

Borderlands will concentrate on three locations - Dere Street, the Roman road which traverses the region from south to north; the River Coquet, and the coastline of northern England and southern Scotland.

In his academic description of the Borderlands research Professor Shanks says: "Project Borderlands builds on more than two decades of collaborative research to deliver an annotated portfolio of texts, imagery and media work that explores the phenomenon of borderlands.

"Case studies, thick description, “deep mapping” of the English-Scottish borders, from prehistory through to late modernity, will deliver a rich and nuanced manifestation of this vital component of human experience and in so doing to contribute to a body of theory concerned with the dynamic processes involved in 'bordering'".

And according to the professor: "Archaeology is all about collaboration and I am comfortable in what I see as a wave of new thinking about the Borders, from prehistoric times to contemporary. What will this look like? My archaeology has always been experimental. 

"The eighteenth century was such a formative time in the Borders and it is there that I seek some models, in the antiquarians, in the historians of the Scottish enlightenment and beyond. Not tied to modern disciplinary borders they ranged far and wide in their exploring; I have been doing the same. am looking forward to the experiment in and around what I have called deep mapping. In simple pragmatic terms this will be a series of books, articles, and online works."

He told us: "I don’t need to tell you about the cultural wealth of the Borders, both the English and Scottish sides. Of course the border line is part of relatively recent, in archaeological terms, manifestation of political territory and sovereignty. More than ever, in this globalist world of ours, borders are charged spaces. The project aims to offer a case study in such cultural energy."

The project is funded by an innovation grant from Stanford University.

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Quarry arts centre plans 'in the mixer?'

by DOUG COLLIE

Ambitious proposals for a so-called sustainability centre complete with an arena for the performing arts at a disused quarry outside Jedburgh may have been scuppered by a planning application seeking to turn the venue into a ready mix concrete plant.

The former quarry at Dunion Hill, a carboniferous volcano with spectacular views across the Scottish Borders, was abandoned some years ago following its use as a landfill site.

Creative Arts Business Network and Creative Carbon Scotland have both been involved in discussions aimed at bringing the site back into use.

According to a report published over a year ago: "The Sustainability Centre would be a series of linked hubs focusing on Scottish Innovation, Oceans, Energy, Transport, Waste, and Agriculture along with a cafe, conference centre and workshop area with the quarry itself being transformed into a performance, events arena."

the vision for the "3 to 1" Sustainability Centre - 3 to 1 refers to current use of world resources - came from local man John Bathgate who was inspired by visits to the Eden Project, Cornwall and the Centre for Alternative Technology in Wales. The idea was to combine a green tourism initiative with an education, research and innovation centre. 

The South of Scotland Enterprise Partnership (SoSEP) had agreed to fund a feasibility study which would take the project to the next stage.

But a much less 'green' use has been suggested for the Dunion site in the shape of a planning application from Lockerbie-based Grange Quarry Ltd. The company has become one of the largest suppliers of aggregates and ready mixed concrete in Dumfriesshire and North Cumbria. 

In a supporting statement lodged with planning authority Scottish Borders Council, agents for Grange say the applicant proposes to establish its mobile ready mixed concrete batching plant at Dunion Quarry for a temporary period of up to three years to provide a source of concrete to the Hawick Flood Defence Scheme which is one of the largest flood defence projects ever carried out in Scotland.

"In addition to supplying the scheme the applicant intends to supply the local Jedburgh and Hawick market with ready mixed concrete for the period that the plant is in operation. The aim of the project is to build a state-of-the-art flood protection system which will protect the town of Hawick against major flood events for many years to come – and to do so with the minimum of disruption to local residents, businesses and wildlife. It is estimated that, once complete, 970 buildings in the town currently under threat from flooding will be protected. The project has a requirement for 25,000 cubic metres of concrete over period of approximately 2 ½ to 3 years."

The old quarry has been chosen as a preferred location for the plant as: "The site benefits from substantial screening provided by stands of trees either side of the side entrance and by an established hedgerow to the east allowing the plant to be well screened from views. The site is a considerable distance from residential property (800 metres) allowing early morning operations with minimal potential for residential amenity impacts". 

Grange claims environmental impacts of their development will be minimal.

Their statement says: "Dust - Due to the raw materials and processes used, concrete production has historically had the potential to cause dust impacts. However with modern plant design and good site management practice these impacts can be controlled and to all intents and purposes eliminated at source.

"Operating hours - It is intended that the site will operate between 06:00 and 18:00 hours Monday to Friday and 07:00 until 18:00 hours on Saturday. Such long hours are required to provide the applicant with the flexibility to operate the plant in the evening and dawn periods, meeting the requirements of the construction industry.

"Highways and traffic - The dispatch of ready mix concrete from the site will be carried out in 8m3 truck mixers, whilst deliveries of stone, sand and cement will be made using HGV’s with an average load of 22.5 tonnes. On this basis the output noted above this will generate an average of 90 movements (arrivals and departures) each week. It is considered that the local road network can accommodate such traffic volumes without there being significant environmental impacts."

However, local residents might cast doubt on the ability of the minor B6358 road to cope with such an increased volume of heavy vehicles. Although lorry drivers use the route as a short cut between Hawick and Jedburgh HGVs are discouraged from travelling on the road which is often affected by snow and ice in winter.

Covid impacts revealed in council FOI update

EXCLUSIVE by DOUGLAS SHEPHERD

Some of the buildings currently used by Scottish Borders Council [SBC] to deliver its services may not reopen after the Covid-19 emergency while working practices in other local authority establishments will be 'very different', a Freedom of Information requester has been told.

SBC has received a significant number of FOI requests about the local impact of the pandemic, according to an update of the information posted on its FOI web pages. The requests and responses for April through to July are now available.

The enquiry concerning staff safety and future working practices was lodged in June.

The FOI request asked: "What steps has your organisation taken to ensure the safety of employees that are still required to work in the office over the course of lockdown?; What steps has your organisation taken to prepare or ‘COVID Proof’ the workplace for the full return of your workforce to the office when mandated by Scottish Government guidelines? "

In its response SBC wrote: " Risk assessments carried out and appropriate controls put in place covering social distancing, hygiene and PPE as a last resort for those who need to be in the office.

"Scottish Borders Council are currently undertaking a full assessment of the requirements of any building which may be re-opened for either public or staff access. This is likely to include a combination of decisions such as: to not re-open some buildings; to re-open buildings with very different working practices; or to work in very different (more remote) ways to previous arrangements.

"It will include new policies on cleaning regimes, social distancing and other steps aimed at protecting staff. Regardless of any future guidance from Scottish Government suggesting it is possible for a full return of a workforce to offices, Scottish Borders Council will make further local decisions over whether this is necessary, desirable or safe; and will take the opportunity to explore alternative ways of deliver key Council services in a way that protects the safety of staff."

Another request, also submitted during the pandemic, asked about the financial impact of Coronavirus on the council.

The FOI in this case read as follows: " What was the value of the council’s usable reserve funding in March 2020?; What is the value of the council’s usable reserve funding in July 2020; How much of the council’s useable reserves has been spent on measures related to the coronavirus pandemic; What was value of the council’s usable reserve funding at start of the current financial year? 5. What is the predicted value of the council’s usable reserves at the end of the current financial year?"

These responses were provided by council officers: "At the 31st March 2020 the usable reserve was £30.1 million; the 30th June position will be reported to the Executive Committee in September 2020; £2.2 million has been approved under delegated authority to be directed to the COVID-19 response reducing the usable reserve down to £27.9 million; £2.2 million has been approved under delegated authority to be directed to the COVID-19 response; The usable reserve as at the 1st April 2020 was £30.1 million; The first forecast on the year end position based on June month-end information will be provided to the Executive Committee in September 2020."

SBC was also asked a question about additional funds made available to the Borders local authority by the Scottish Government.

This time a requester asked: "Since 1 March 2020 how much additional funding has been received by the council from central government? 2. How much of this additional funding has been apportioned to be spent on education? 3. Please provide a breakdown of what the additional central government funding is being spent on?"

The reply from the council showed:"1. £31.9 million (80% of a £39.9m commitment) has been received to date from Scottish Government specifically ring fenced to provide business grants including support to the newly self employed and Bed and Breakfast businesses.

"The arrangement is that any unspent funding will be reclaimed by the Scottish Government. Scottish Government has specifically provided £0.576 million through the Food Fund to support ongoing provision of Free School Meals and addressing food insecurity in communities. In wider support to contribute towards addressing the financial impacts of COVID-19 the Council has received £5.587 million from Scottish Government. £1.078 million of this funding has been directly provided for support to the Integration Joint Board budget (Social Care).

"2. The Council is currently undertaking a piece of work to assess the projected financial impact of COVID-19 whilst at the same time establishing a Council reserve (which includes the £5.587 million above).  This has been a corporate exercise with no funding as yet being allocated to specific services. 3. The exercise explained above is gathering projected additional costs (eg PPE, additional staffing costs) and loss of income (eg school meals, planning fee income, the Council’s significant trading organisation, Council Tax)".

In the period between January and the end of April 2020 The Council incurred expenditure totalling £21,974,223 in relation to Covid-19. A breakdown provided in another FOI response showed the following categorisation of expenditure: COVID-19 Business Grants £21,250,000 Personal Protective Equipment £255,406 Additional staff overtime £185,365 Ongoing provision of Free School Meals £112,444 Food Fund - payments to Community Council's to support residents £67,000 Additional Health and Social Care costs £81,947 Early Learning Childcare provision to key workers £13,426 Mortuary Costs £8,635.

SBC was also asked how many of its 4,000 employees had been furloughed under the UK Government's Coronavirus Job Retention Scheme. The council confirmed that no-one on its books had been furloughed. 

Potential sale of 10 million shares means 'jam today'

by DOUG COLLIE

Members of a Berwickshire farming family have told of their 'relief' after learning the chairman of the Avocet group of 'disruptive technology' companies is to cease his long running written attacks on them.

The pledge was made today by Martin Frost in a letter to 650 Avocet Natural Capital (ANC) shareholders, and follows months of "verbals" aimed in particular at Aileen Orr, an investor in the company, whose farm was one of the Borders locations for Avocet's agricultural operations.

Mr Frost has used a string of correspondence with Avocet stakeholders over recent months to vilify Mrs Orr, blaming her for costing the business millions of pounds as well as levelling accusations of possible criminal activity at her and 'her acolytes'. The letters frequently included unseemly name calling and insults.

A number of investors had expressed shock and dismay at the conduct of Mr Frost in his role as a company director and chairman of a 'multi-million pound' group boasting 50 million £1 shares.

But in today's update carrying the title 'Jam Today' Mr Frost writes: "On Monday evening I had very constructive chats with some of ANC Plc’s well-informed shareholders.The result of which is that there will be no more ANC Plc share letters which dwell upon the Orr family and their acolytes. The Orrs will be dealt with by other means."

Not Just Sheep & Rugby asked the Orrs if the family wished to comment after reading of Mr Frost's pledge to apparently 'lay off''.

A family spokesperson told us:"We are relieved the shareholders'  communications will be Orr free from now on, and we are sure the shareholders will be equally relieved.  We don't have to go into detail about our investment because the truth about our involvement in the birth of Avocet has already been revealed to shareholders at the first AGM.  What happens now is in the hands of the directors and that will be addressed as it happens."

Mr Frost also reveals in today's letter that potential buyers may be ready to snap up millions of Avocet shares depending on the outcome of talks later this week.

He says: "On Thursday 20th August, Dr. Bob Jennings [another Avocet director] and I travel to Manchester to meet two buyers who wish to acquire 10 million ANC Plc shares."

He urges investors who wish to sell their stakes in Avocet to contact company secretary Eirlys Lloyd by 4 pm tomorrow (Wednesday) indicating the number of shares they would like to sell and the minimum price that they would accept. 

Mr Frost adds: "These prospective ANC Plc share buyers will take a significant shareholding in Avocet NC Limited though they are requesting options on additional convertible loans which would give them control of Avocet NC Limited. Prior to any agreement on the convertible loan, Avocet NC Limited shall seek professional advice from Avocet shareholders such as Mr. Stuart Lucas [chairman of share dealing platform Asset Match]"

Avocet investors have largely pinned their hopes of a return on the so-called 'avocet' fuel additive, methanol based and claimed to be cheaper than petrol and diesel. It was originally meant to be produced in large quantities as far back as 2017/18 but has yet to be marketed.

According to the latest update: "Mr. Paul Newsham [a chartered accountant and director of a number of Avocet companies] has shortlisted proven administrators to run the avocet methanol business in the N W of England. A decision shall be reached on Monday 24th August.

"Avocet Fuel Limited (a wholly owned subsidiary of Avocet NC Limited) plans to commence in January 2021 with fossil methanol imported from Israel into which water shall be added to make a 5% water / 1% avocet additive / 94% methanol mix. With tax breaks, Avocet Fuel Limited expects to sell a matching Avocet fuel at the pump price of £0.70p which compares well with current diesel prices of £1.10p or more.

"As previously explained Avocet has secured an option of one million tons of fossil methanol at an extremely good price. The blending of avocet shall happen in the UK whilst the water blending is likely to occur in Israel. A vehicle will require little modification to use this new blend of avocet methanol. Separate avocet fuel discussions have commenced with prospective master franchise purchasers who Dr Bob Jennings and I also meet this Thursday."

In a previous shareholder letter dated October 2019 and titled 'Jam today and Jam tomorrow' Mr Frost told investors: "I enclose two Coller Intellectual Property (IP) Reports from late 2018. Please read and digest these.

"As prior noted Avocet’s intellectual property is housed within Avocet IP Limited. Throughout 2019 additional IP has been added into Avocet IP Limited and during November and December substantial new IP shall be added – indeed Avocet plans to have its intellectual property revalued in January 2020. Obviously, one cannot fully forecast future events and valuations, but my personal opinion is that I will be disappointed if Avocet’s intellectual property does not command in 2020 a £100 million plus valuation."

And Mr Frost stated: "As per the Coller IP 2018 £50 million valuation your 2015 one-pound share is potential worth two pounds. As per the expected Coller IP 2020 £100 million plus valuation your 2015 one-pound share is potentially worth four pounds." 

Former Scottish Secretary's 73p expense claims

by EWAN LAMB

Borders MP and former Secretary of State for Scotland David Mundell submitted six separate expense claims for items which cost less than a pound during the 2019/20 financial year, according to statistics published on the website mpsexpenses.info.

Meanwhile John Lamont, Mr Mundell's Conservative colleague in the constituency next door again topped the local 'expenses league table' with 573 individual claims totalling £76,663. He comfortably "beat" his three Tory counterparts in southern Scotland and North Northumberland.

Mr Mundell's parliamentary and constituency expenditure added up to £66,689 for 565 items. He spent £19,746 on travel and £19,168 on accommodation.

The MP for Dumfriesshire, Clydesdale & Tweeddale made six individual claims for 78p, 78p, 73p, 73p, 73p and 73p in September 2019 for purchases from Banner, the office suppliers.

Berwickshire, Roxburgh & Selkirk MP Mr Lamont racked up £28,579 in travel costs. In addition he claimed £20,316 for accommodation.

In line with a number of other members Mr Lamont spent several thousands of pounds on advertisements for his constituency surgeries. There were regular payments to local publications including Gala Life (six claims each for £197.99), The Hawick Paper, JPI Media, Kelso Life and Jed Eye.

Mr Lamont did not seek to recoup money for any 'under pound' items but there was a £24 claim for a new toilet seat at his Hawick office.

However, claims for 96p and 84p - again for items from Banner - were made by Anne-Marie Trevelyan, Tory MP for Berwick-on-Tweed.

Mrs Trevelyan's 311 separate chits added up to £56,251, mainly consisting of £12,868 for travel and £23,168 for accommodation.

The smallest of the four bills for expenses in 2019/20 was submitted by Alister Jack, Conservative MP for Dumfries & Galloway who now occupies the post of Scottish Secretary at Westminster.

Mr Jack's 411 items came to a grand total of £51,557.66 with travel accounting for £24,618 and accommodation for £2,817. The lowest single claim was for £1.58 for a Royal Mail Response Service invoice.

Avocet forum users accused of 'sexual and racial invective'

by DOUGLAS SHEPHERD

The Avocet shareholders' forum which has been receiving record numbers of mainly adverse comments about the business in recent weeks is the subject of a blistering onslaught from the Group's controversial chairman Martin Frost.

Today's shareholder letter to 650 Avocet investors also warns of possible extradition to the United States for those who divulge information about the company's intellectual property and even Mr Frost's voluminous correspondence to outsiders.

The searing attack on the forum, a platform for widespread dissent over Avocet's lack of progress in delivering promised tens of millions of revenue from a 'wonder' fuel capable of replacing petrol and diesel coincides with a recent post claiming to show how Avocet's directors have, between them, taken six figure sums from the business without any return for investors.

A copy of the post's text which was forwarded to Not Just Sheep & Rugby is apparently based on an analysis of company accounts, many of which are long overdue in breach of Companies House regulations.

In a previous shareholder letter on Thursday Mr Frost accused Avocet's detractors of not believing in "Avocet Natural Capital PLC's humanitarian objectives".

But the forum post states: "For the last six years, Avocet shareholders have been supporting a significant humanitarian effort. Through their investments, they have been able to financially support both the Jennings [Dr Bob Jennings is an Avocet director] and the Frost families over all of those years, and support them quite handsomely. And since Avocet Infinite/NC earned virtually no income over the period, this cost was borne entirely by the shareholders".

According to the post, between 2015 and 2017 just over £3 million was paid out in directors' fees, 'unpaid salaries' and other transactions involving other companies controlled by Avocet management..

The assessment concludes: "If both the payment of Directors' fees and the claims for salary have continued through the 2018 and 2019 fiscal years at the same rate, then as at the end of 2019 the total received/claimed would be £4,675,900, excluding any additional non-arms length transactions with the Directors, and/or their associated companies.

"This, in my view, was a very significant humanitarian undertaking by the shareholders, especially given that over that time the shareholders received absolutely no financial return on their investment."

In today's missive Mr Frost again refers to Avocet's Non Disclosure Agreements or NDAs which he asserts have been breached by 'delinquent' shareholders who will be 'expelled' from the company in November.

Now he writes: "For a shareholder, an Avocet consultant or employee (past or present), a contractor, creditor, or adviser to breach Avocet’s secrecy is like one stealing a brick from a physical property or a secret recipe from a distiller. It can be subject to both US civil and criminal prosecution. 

"Not less so, as much of Avocet’s intellectual property and know-how originates in the US State of Delaware which espouses strong intellectual property law which can involve extradition to the US and US custodial sentences. 

"Avocet is an international business, and as many recipients are aware, this email originates from Pennsylvania which like Delaware fortifies intellectual property law even in the United Arab Emirates. So, note: if some Avocet shareholders (possibly for their own personal gain) hold to the view that Avocet confidentiality does not apply to them, they, like Mr. Chisholm [proprietor of this blog], are wrong."

In a bizarre and vitriolic attack on those of his own shareholders who are members of the Avocet forum Mr Frost declares: "From what I am advised, many of the purported Avocet Shareholders Forum participants have hit new lows of personal and now sexual and racial invective. As rabid dogs they appear to compete to become ever more ravenous.

"The origination of many scurrilous and untrue emails including those found on social media can be traced back to Mrs. Aileen Orr. Echoes of such resurgent white nationalism now being found on accompanying weblogs are hateful. My mother was Irish, so obviously I find anti-Irish racial views abhorrent: equally, the white supremist views expressed by some Forum members against Avocet’s desire to assist the developing world I find extremely ugly.

"I am flabbergasted by the racial and barnacle sexual views expressed by some Avocet shareholders who support the renegade Avocet Shareholders Forum. These renegade Avocet Shareholders Forum participants who expound their base beliefs into new-found lows of pseudo-scientific racism must be stopped – consequently Avocet has made new complaints to the authorities."

Avocet Chairman out to silence his critics

DOUG COLLIE on attempts to gag 'delinquents and retired journalists'

The chairman of the Avocet group of businesses has stepped up his strident campaign against dissident investors by threatening to expel them from the company before selling their shares to the highest bidder.

But Martin Frost's ultimatum over alleged breaches of the Avocet Natural Capital (ANC) Non Disclosure Agreement (NDA) has been branded as ludicrous and worthless by an authority on privacy regulations.

Mr Frost has revealed how he rejected an offer of £25 million from a multinational to quit Avocet and take the group's 'disruptive technology' concepts to them. A similar offer was apparently made to his fellow director Bob Jennings, the chemist credited with the development of the 'avocet' fuel additive.

But in a letter to Avocet's 650 shareholders titled 'The dumping of delinquents' Mr Frost has declared that the company "will not be deflected by bribery or noise".

In a hard-hitting diatribe against those with negative opinions of the business which has yet to deliver concrete results after six years, Mr Frost wrote: "The Information Commissioner’s Office (ICO) confirmed that over 120 ANC Plc shareholders have now made multiple complaints concerning the activities of the purported Avocet Shareholders Forum.

"Furthermore, Avocet shareholders have complained to the ANC Plc directors that it is obvious that some shareholders do not believe in ANC Plc’s humanitarian objectives which are clearly set out in ANC Plc’s Articles of Association. It is also blatantly apparent that ‘retired journalists’ such as Mr. Bill Chisholm [owner of this blogging website] are not cognisant of ANC Plc’s articles either."

Avocet Natural Capital has already levelled allegations of possible criminal activity at the proprietor of Not Just Sheep & Rugby apparently linked in some way to the Data Protection Act. We have also declined an offer from Mr Frost to sign a NDA which, it seems, would enable us to share Avocet's innermost secrets as long as we did not report on them.

To quote a recent article in the magazine PR Week: "To ask a journalist to sign a NDA before you reveal something news-worthy to them is completely illogical. The very words 'non-disclosure' are completely contrary to the reason journalists exist - to 'disclose news’ and to bring information into the public domain."

The latest attack on 'dissident' Avocet investors continues: "The bulk of ANC Plc shareholders, by value and number object to the repeated blatant Orr lies, half-truths and negativity opined on the purported Avocet Shareholder’s forum and blogs, such as Bill Chisholm’s.

"Upon legal advice there needs to be a parting of the ways – those shareholders who have breached their NDA’s are asked to leave by November 30th, 2020 or under ANC Plc’s constitution they shall be expelled. These miscreants will be assisted to their exit and their shareholdings will be taken up by others who truly share Avocet’s humanitarian philosophy. For the avoidance of doubt, after December 1st, 2020 ANC Plc shares held by the expelled can be sold by court order to the then highest bidder."

However, such a course of action was immediately dismissed by an experienced individual who contacted Not Just Sheep & Rugby after reading the shareholder letter.

He commented: "Mr Frost's suggestion that a non-disclosure agreement that was voted on at an annual meeting is binding on all the shareholders is absolutely ludicrous.  The shareholders are not a football club where the members are required to operate under strict rules and wear the same jerseys. 

"They are individual investors whose only connection is that they gave money to Martin Frost's business. If he has a legal opinion stating that the non-disclosure agreement is binding on all shareholders, including those who did not attend the meeting, those who did not vote in favour of the agreement, and those who bought their shares after the meeting and therefore are completely unaware of any non-disclosure agreement, all of whom have not signed the NDA signifying acceptance he should produce this legal opinion."

And our contributor added: "Even if the NDA did apply, which it does not as explained above, then the penalty should have some relation to the loss experienced by the other party.  What has Avocet lost by a shareholder forwarding a letter to someone else?  Can the company prove these financial damages?"

 

 

An African odyssey: Part Two

EWAN LAMB reports on another Avocet venture still to bear fruit

It may be a dormant company with its first set of accounts already eight months overdue. But 'master franchise' business Avocet Africa PLC was involved in discussions which promised a "£300 million capital spend" in Nigeria even before it applied for a trading certificate.

A shareholder letter issued today by Avocet group chairman Martin Frost confirms the link between his 'disruptive technology' operations and Goldcet Africa Ltd., a company which was featured in these columns yesterday. 

According to Mr Frost: "Criticism surrounding Goldcet Africa PLC activities are unfounded, display a woeful lack of Avocet’s humanitarian objectives and illustrate a mean and low mindset.

"Avocet IP Limited [holders of group patents] is currently registering new intellectual property which permits the safe working of its registered trademarked ‘cow palaces’, ‘fodder units’, and ‘avocet methanol fuel’. Avocet confirms that such new Avocet technology shall become available to displaced persons (including refugee camps and UN incentives) and Goldcet Africa Plc."

Goldcet and Avocet Africa include on their respective boards Kenneth Stewart and Dr Festus Ogunmola while Mr Frost recently relinquished his appointment as a director of the Avocet Natural Capital subsidiary.

It was incorporated in July 2018 but has yet to publish an initial set of accounts which were supposed to be lodged at Companies House by December 24th 2019. Avocet Africa applied for a trading certificate on December 3rd 2019, and has twice been the subject of notices from the authorities warning the company would be struck off and dissolved - notices which were subsequently revoked.

For all its apparent insignificance Avocet Africa was at the heart of the group's largest agricultural 'project' to date in September 2019 although nothing further appears to have transpired since then.

Avocet shareholders received copies of a so-called 'Letter of Intent' sent by a firm of Nigerian barristers and solicitors and addressed to 'The Group Managing Director/Chief Executive, Avocet Africa PLC, Unit 10, The Chandlery, Berwick-on-Tweed'. The correspondence, dated September 21st 2019, was marked for the attention of Festus Ogunmola.

The law firm, Hector Oloyede & Associates, of Ikeja, Lagos, wrote: "After our various communications via email, phone etc. we are pleased to write with full corporate responsibility on behalf of our valued clients who intend to go into a Public Private Partnership (PPP) with Oyo State Government of Nigeria to engage in animal agriculture cattle and are interested in the cattle palace structure.

"They are interested in the cattle palace in five different locations around the state with 5,000 cattle capacity each but in phases, one at a time. Needed is a cattle palace with all the works that is including renewable energy and bio fuel.

"For this purpose there is already a 20 hectare land dedicated for this purpose with necessary infrastructure being put in place as we speak, only awaiting site plans etc. to complete same for the first palace. The timeline for this project is immediate....

"The Oyo State Government is supporting the project with the land infrastructure and security which is all captured in the Business Plan with a 10 year repayment plan".

The report of the 'Nigerian negotiations' was accompanied by a shareholder letter from Mr Frost dated October 1st 2019.

He told investors: "Please review the enclosed Nigerian ‘Letter of Intent’ to Avocet Africa Plc, an Avocet Master Franchise of which some eight world master franchise companies are planned.  This letter of intent represents a £300 million capital spend with thereafter annual sales running at some £80 million.

"Nigeria alone can accommodate some sixty such projects which collectively amount to some £18 billion pounds of capital expenditure. Think on what Africa can then bring, think on what Avocet’s world prospects are! And such does not count in Avocet’s fuel or grain replication prospects.

To the above and more, Avocet IP Limited, holds the intellectual property, a company which you currently own some 90% of.

"Shortly put, the company you own is a ‘patent & intellectual property box’. Royalties from Avocet’s independent master franchise companies and Avocet’s golden suppliers flow into Avocet IP Limited where 50% are recycled back to the master franchise companies and 45% flows back to you – or in figures alone, just for Nigeria on the above, some £81 million pounds.

"To finish Avocet’s modelling for the Nigerian plant required to demonstrate Avocet’s world approach to Natural Capital: Avocet is in the process of reaching joint venture agreements along with raising a further £2 million from the sale of equity. Not a bad ask to develop a world business."

In today's missive to the 650 Avocet Natural Capital shareholders Mr Frost comments: "As noted in Avocet Infinite Plc’s 2018 IM (Information Memorandum);  Avocet’s Master Franchise fees are to be internally shared by Avocet so that richer areas such as North America etc. share their royalties with areas such as awarded to Avocet Africa Plc. or found in areas such as the Philippines and Guatemala." 

Out of Africa: a new cow palace builder?

by EWAN LAMB

The existence of a 'parallel' company with a virtually identical product range to that being touted by Avocet Natural Capital has sparked confusion among shareholders who were unaware that Goldcet Africa PLC was operating in the same industrial sectors.

Not Just Sheep & Rugby discovered that two of the directors of Avocet Africa PLC, a dormant 'franchise' firm in the group chaired by Martin Frost, are also at the helm of Goldcet Africa which only started life in January 2020 but is already overflowing with ideas and ambition.

The Goldcet website contains development details for 'cow palaces' (a brand registered as a trade mark by Avocet), anaerobic digesters, alternative methanol fuel and other forms of 'disruptive technology', a phrase much loved by Avocet management.

Correspondence sent to Avocet's 650 investors on August 8th included a full rundown of the "£20 million" franchise companies still to be set up as part of a global business network to exploit patents and rake in royalties.

In a reference to Avocet Africa Mr Frost wrote: "Avocet Africa Plc is a natural capital jewel. Until the Avocet Foundation becomes operational Avocet Africa Plc lacks the necessary capital to enable Avocet Africa’s most enthusiastic supporters make this franchise fly."

Board members of Avocet Africa include Kenneth Stewart and Dr Festus Ogunmola while all 50,000 shares in the company are held by Avocet NC Ltd, overseen by Lancashire-based chartered accountant Paul Newsham.

Messrs Stewart and Ogunmola are also the driving forces behind Goldcet Africa with headquarters in Bangor Road, Edinburgh, and with representation in several African locations.

According to Goldcet's extensive website: "Our Cow Palace, Hydroponics, Renewable Energy, and enhanced Hydrocarbon Technologies will be a game changer in Africa and the gains of FEAP (Feed & Empower Africa Project) strategy are billed to be felt in the very medium term due to Goldcet eagerness to commence immediately.".

In echoes of the Avocet group's promotional literature Goldcet claims: "The resolve of the Board to invest in Africa to provide food and growth through disruptive technology is guided by the confidence that Africa provides the perfect platform for ethical commercial development and this interest gave birth to Goldcet Africa Plc.

"Africa falls within the global strategy and in particular, Goldcet’s belief that Africa provides the resources of vastly untapped economic potential and that the continent richly deserves the ethical beneficial exploitation of its ‘as yet’ untapped development resources."

In its agricultural section the company tells readers: "Based upon initial research into the successful cattle well-being and development featuring Piedmontese cows, our technological advanced processes produce record levels of lean, flavoursome beef which outstrips existing carcass dressing attainments by producing as much as 14% more beef attaining vastly improved cholesterol levels.

"Goldcet Cow Palaces incorporate technology and science to provide the ultimate humane environment which then produces quality beef delivering higher growth and with significant cost savings The concept of 'The Cow Palace' is to use technology and science to manage the environment to grow cattle in such a manner as can attain a better-quality product at a higher rate of growth and at a lower cost."

There is also a lot of space dedicated to methanol fuel and additives, the prime fields in which Avocet set out to attract investment.

Goldcet states: "Methanol is emerging as a clean, sustainable transportation fuel of the future across the world. Methanol can be blended with gasoline in low-quantities and used in existing road vehicles, or it can be used in high-proportion blends such as M85-M100 in flex-fuel or dedicated methanol-fuelled vehicles. Technology is also being commercialised to use methanol as a diesel substitute."

Two of the Goldcet project staff are described as former employees of Avocet - yet another link between the two businesses.

Not Just Sheep & Rugby tried to establish the relationship - if any - between Avocet and Goldcet. Are they in partnership or are they completely separate entities?

We emailed Goldcet with a message directed at Mr Stewart and Dr Ogunmola while sending a similar request for information to Mr Newsham. But as this article was published neither company had responded.

A long-term shareholder in Avocet Infinite (now in liquidation) and Avocet Natural Capital told us: "Hearing of Goldcet Africa PLC from Not Just Sheep & Rugby was a huge surprise. I cannot fathom how this has not been mentioned in Mr Frost's shareholder notifications, especially given Goldcet was incorporated on 9th January 2020.

"Looking at Goldcet Africa’s website it is a virtual copy of Avocet’s former website. Some of the photos used on Goldcet’s website are Avocet’s abandoned hydroponic units at Harcarse Hill and Sunwick Farm. There are a couple of notable omissions from Goldcet’s website... Martin Frost and Bob Jennings.

"If Goldcet is a franchisee of Avocet, I would like to know how much the franchisee paid to Avocet, and where is this money now? I am certain once my fellow investors learn of this new company they will be extremely confused."    

£3 million secured to 'save' liquidated Avocet business

by DOUGLAS SHEPHERD

Details of a private meeting involving Martin Frost, the chairman of a debt-ridden 'disruptive technology' business, and its liquidators including proposals aimed at restoring the company to the Companies House register have been circulated to 650 investors.

And a series of documents distributed by Mr Frost at the weekend carried a warning that the correspondence was 'identified with a tracker' and the contents should not be forwarded to third parties without the permission of Eirlys Lloyd, the company secretary.

As readers of these columns will know Omega Infinite PLC, one time parent company of the Avocet group, was placed in the hands of insolvency experts Begbies Traynor earlier this year following a successful petition to have the firm wound up by London law firm FieldFisher.

In February Mr Frost informed the holders of 22 million shares in Omega (previously called Avocet Infinite) that the company owed FieldFisher some £400,000 while a second firm of lawyers, Womble Bond Dickinson was due £600,000.

Mr Frost stated: "Omega Infinite Plc is to go into some form of insolvency. A winding up petition initiated by lawyers Fieldfisher for some £400,000 is to be heard in London; likely now to support this petition are lawyers Womble Bond Dickinson for another some £600,000 along with various other creditors for £300,000. The total trade creditor indebtedness of Omega Infinite Plc is likely to reach some £2.5 million, and on top of which there are private Avocet controlled loans in excess of £10 million."

In his latest update Mr Frost gives his account of a meeting held with Begbies Traynor in York last Friday.

He said: "From Dr. Bob Jennings [fellow Avocet director] and my perspective the main purpose of the Friday meeting was to agree a procedure and methodology of how Omega Infinite Plc could be restored to the Company House Registrar and thereby to set down a procedure which would provide maximum cash benefit to Omega Infinite Plc shareholders.

"Initially, there was a general agreement that the £3 million cash I had secured from Frost family and colleagues would be sufficient to settle Begbies fees along with all necessary creditor payments and statutory interest. 

"Indeed, at first, Mr. Ashleigh Fletcher (liquidator of Omega) got down to basics and the discussion moved to the timing of the £3 million transfer to Begbies and how soon thereafter all necessary payments might be made to restore Omega to the Registrar."

Then, according to Mr Frost, Oliver Adams (assistant to Mr. Fletcher) raised the "problems of the Orrdone Administrators and Mr. James Christie and the likely delay that they might cause."

Avocet's chairman has launched a series of verbal attacks via shareholder letters against Joanne Brown and Emily Porter, the joint administrators of another insolvent Avocet business, Orrdone Farms Ltd. That company is said to have debts of more than £3 million including £600,000 due to trade creditors.

Meanwhile Mr Christie is expected to submit a very substantial claim for damages against Avocet Infinite after his Ballinteer Farm steading, near Coleraine was demolished to make way for a 'demonstrator' unit incorporating a "cow palace" and an anaerobic digester. But his contract with Avocet was abandoned after Mr Frost attempted to radically alter the terms of a 10-year lease on the farm.

Mr Frost's account of his meeting with Begbies Traynor goes on to outline serious allegations against the Orrdone administrators as well as the Orr family - Berwickshire farmers on whose land some of the Avocet agricultural activities were based.

He then says: "I then explained to Begbies that measures were in hand to sue these people once Avocet had the benefit of Ryecrofts (Ryecroft Glenton, Avocet's former auditors) accounts for Omega and Orrdone for the years ending 2018 and 2019.

"When asked as to timing and upon the grounds the legal actions would take I agreed to (a) provide the twin company accounts prepared by Ryecrofts hopefully before the end of September 2020 and (b) provide (subject to counsel’s agreement) copies of relevant legal opinions as and when such fell due. I was further annoyed when Begbies indicated that they thought that the Orrdone Administrators might seek to challenge Ryecrofts 2017 audited accounts as it appears that the Administrators have been fed spurious misinformation.

"I advised Begbies that with the benefit of the current fact find and Ryecroft’s accounts I would expect serious legal action to commence no later than October 2020. Such legal action against the Orrdone administrators will involve:  A challenge against their appointment upon the grounds on no debt due plus secondary issues of conflict of interest. Actions for damages against the Administrators for their physical actions; their defamatory and untrue public reporting; their invasion of leased property, and theft or attempted theft of assets which they know or should know that they have no entitlement to. I am particularly personally angry about the reported and wanton destruction of family property."

And Mr Frost concludes his report to Avocet shareholders with: "After a very convivial lunch, I agreed on behalf of Avocet to provide Begbies with some further corporate security plus as much assistance as possible to perform their complex tasks."

A shareholder who had read the various documents told us: “This seems to be a very strange liquidation, and Mr Frost appears to be almost calling the shots. Omega’s registered address has not even been changed from Berwick-on-Tweed to Begbies office in Sheffield. Yet Mr Frost told us not long ago Omega had millions of pounds outstanding including unpaid creditors and £10 million in loans not to mention the £1 million owed to two firms of lawyers”.

Not Just Sheep & Rugby contacted the media relations firm which handles press enquiries for Begbies Traynor, Sheffield with a request for comment on Mr Frost's 'report', and for a progress report on the Omega Infinite liquidation. We received no response.