Avocet boss rebuked by US law firm

by DOUGLAS SHEPHERD

A shareholder letter issued earlier this week by Martin Frost, the head of Avocet Natural Capital PLC, has incurred the wrath of a law firm in the United States which has warned the businessman "all references to this inaccurate information must cease immediately".

Mr Frost has stepped up his campaign against those Avocet investors he believes are 'leaking' his correspondence to outsiders. He claims the alleged miscreants face the prospect of being extradited from the UK to Delaware to serve jail terms for breaching Non-Disclosure Agreements [NDAs]. But that assertion has been rubbished in many quarters.

Here in detail is what Mr Frost told Avocet's 650 shareholders in a missive dated October 29th: "Avocet Solutions Inc. (a US Delaware company set up by Joe Biden’s Wilmington boutique law firm which apart from Avocet dealings oversees the Du Pont family’s legal matters) has the footprint on Avocet’s intellectual property found in Avocet IP Limited (part of the Avocet Natural Capital group).

"Indeed even if Avocet Solutions Inc. was not part of the Avocet NDA (which it is) then those that write on and are part of the Forum, social media or other blogs are liable under Delaware intellectual property legal jurisdiction as to all their utterances which could damage intellectual property in which the US has an interest. Finally, the Delaware courts in matters of intellectual property consider such not just as a civil but criminal offence which can result in extradition from the UK and lead to imprisonment in the US."

The letter also included yet another verbal attack on Aileen Orr and members of her family from Berwickshire who Mr Frost claims "fabricated great untruths and fake news" about the Avocet businesses.

But when Mary Browder, of the Wilmington, Delaware law firm Monzack Mersky, Browder & Hochman was shown the contents of Mr Frost's letter she reacted immediately.

In an email sent to Mr Frost and his fellow Avocet director Dr Bob Jennings, a copy of which has been posted on the Avocet Shareholders' Forum, Ms Browder wrote: "In your Disruption document two false statements immediately came to my attention.  Former Vice President (Biden) is not affiliated with my law firm (and has not been since before he joined the U.S. Senate in 1972).  Also, we do represent the Du Pont family.  All references to this inaccurate information must cease immediately."

Then, in a follow up message she pointed out: "I just noticed my typo in my hurry to respond.  My firm does NOT represent the Du Pont family."

As reported in these columns Mr Frost has announced his intention to possibly dissolve Avocet Natural Capital following the establishment of a new company called Gennfros Ltd with Lancashire-based accountant Paul Newsham at the helm. Mr Frost's company Loch Lomond Heritage holds 50% of the Gennfros shares.

A 'Question and Answer' document circulated to investors says: "Gennfros Limited has not even used the ‘avocet’ name let alone any intellectual property or physical asset from any Avocet company. The heart of Gennfros Limited is and will be some forty plus filed and to be filed new patents – it is this intellectual property along with the adjoining concepts that has prompted world interest in Gennfros Limited."

Stakeholders and potential investors are also told: "Noteworthy, within Avocet Natural Capital Plc shareholders there is a substantial cadre of ex-ICI directors who have backed Avocet and Dr. Bob Jennings (who most regard as a pioneering chemical genius).

"Likewise, it is Avocet pertinent that the Du Pont’s family business, Dow Chemicals, some ten years ago purchased a number of Bob’s ozone patents (those that can deal with Covid-19) for over a million pounds – cheap at the price one can now argue. So, Bob and his team have created many new patent families – such now gives Gennfros Limited its value."

"Disruptive technology" group faces further disruption

 by EWAN LAMB

The latest round of restructuring involving the Avocet 'disruptive technology' businesses could see the parent company dissolved while shareholders "in dispute" with the management will not receive gifted shares in newly formed Gennfros Ltd.

A year ago investors in Avocet Infinite Ltd, run by businessman Martin Frost and chemist Bob Jennings were told that company was changing its name to Omega Infinite to protect it from a potential raid on its assets via legal action. 

Then Omega Infinite was the subject of a Winding Up Order, and is currently being liquidated by insolvency firm Begbies Traynor. The 650 shareholders in Omega had their shares switched (and enhanced by 50%) earlier this year to Avocet Natural Capital PLC.

The latest 'disruption' in a complicated chain of events - the word used as a heading in an email circulated by Mr Frost today - follows claims by the directors that an unidentified investor is ready to plough tens of millions of pounds into the development of 'revolutionary' fuel additives promoted by Avocet.

Mr Frost says in his latest message: "Due to the structured animosity from some of you, Dr. ‘Bob’ Jennings and Martin Frost see no merit in continuing an ongoing relationship with all existing ANC Plc shareholders. Thus, a new continuing company Gennfros Limited was initiated, into which all new intellectual property was and is being placed. 

"Some 80+% of existing ANC Plc shareholders shall be gifted shares in Gennfros Limited. Those who are not gifted Gennfros Limited shares (along with all giftees) will retain their ANC Plc shares which in turn shall be released. The new investors have agreed to take some 25% of Gennfros Limited’s equity for some £42 million pounds thereby valuing Gennfros Limited along with its new intellectual property at £168 million pounds.

"Simultaneous to this £168 million valuation Mr. Paul Newsham (director of Gennfros Limited) and the Gennfros Limited’s original shareholders agree to allow some of those gifted shareholders to sell £30 million pounds worth of their shares.

"Separately, Gennfros Limited has agreed to use its best offices to see that Omega Infinite Plc, and Orrdone Farms Limited are revitalized and that Avocet Natural Capital Plc and Avocet Bio Solutions Plc are dissolved whereby all shareholders receive a good dividend. Note: Gennfros Limited is NOT taking over any existing Avocet company or intellectual property."

Gennfros was only incorporated at the end of September, according to filings at Companies House. The paperwork shows 50 per cent of the company is owned by Loch Lomond Heritage Ltd which is controlled by Mr Frost's family while the other half of the shares are in the hands of HR Guardian Ltd., a company registered in Cork, Republic of Ireland.

Mr Frost warns: "Those unlikely to be given shares in Gennfros Limited are parties who are, have been, or are likely to be in dispute with an Avocet company, Dr.‘Bob’ Jennings, and / or Martin Frost.

"In the case of a Gennfros share allocation disagreement an ‘arbitration committee’ is set up which committee shall help determine the merits of individual cases.

"Recipients of Gennfros Limited shares shall be notified during next week, as matters coalesce our new investors shall then make purchase offers. Note: all new shareholders will be bound by Gennfros Limited’s new company articles which articles shall contain drag along and NDA (Non Disclosure Agreement) provisions."

Although the name of the investors remains a closely guarded secret, an indication as to the size of the operators is contained in today's email sent out under the Gennfros banner.

Mr Frost writes: "While Gennfros Limited is in natural capital terms conceptually ahead of most of the world our new investors are recognised to be No 1 in the world in the monetarisation of intellectual property. Finally, one can also confirm that Gennfros Limited’s new investors have a business larger than the GNP of Scotland and are currently generating substantial cash."

And he states: "As the new articles and in turn the Confirmation Statement of Gennfros Limited will show, neither Bob Jennings nor Martin Frost shall be directors or personal shareholders of Gennfros Limited." However, Mr Frost is the sole director of Loch Lomond Heritage.

£3 million wind farm assessment among multiple valuation appeals

 by DOUG COLLIE

Agents acting for the operators of wind farms in the Scottish Borders and the rest of Scotland are challenging revaluations by regional assessors which could land their clients with increased bills for business rates.

Among the rateable values under appeal are those allocated to the 48 turbine Fallago Rig Wind Farm on Roxburghe Estates land in the Lammermuirs (£3,253,000) and Crystal Rig Wind Farm, Fred Olsen Renewables' 25-turbine facility situated in the same hill range (£1,186,000).

A list of cases due to be heard by the Borders valuation appeals' committee on November 11th features many other local wind farms as well as so called Electricity Generation Lands (EGL).

But according to Barry McEwan, a partner with specialist firm Gerald Eve which represents the interests of numerous appellants including Fallago Rig and Crystal Rig, next month's hearings will be continued pending further discussions at national level. Gerald Eve acts for 90% of Scotland's wind farm operators.

Mr McEwan told Not Just Sheep & Rugby: "I am dealing with the Wind Farm appeals cited for November including both clients mentioned. Gerald Eve are currently in discussions regarding the valuation approach to wind farms with the Lanarkshire Assessor’s office who have responsibility for the Wind Farm Practice Note.

"After several meetings both parties have further evidence to seek.  As a result we have asked the VAC [Valuation Appeals Committee] secretary to continue the appeals to a later date; this is not opposed by the Assessor." 

 He added: "We represent a number of wind farm operators in Scotland. No revaluation appeals have been agreed pending the outcome of our central discussions."

The Borders properties listed for next month's appeals hearing with the assessor's valuations are: wind turbine, Eyemouth, appellant Blackhouse Energy Ltd £31,200; wind turbine, Grantshouse, Ruchlaw Produce Ltd £16,800; aerogenerators, Coldingham Moor, Drone Hill Wind Farm £568,000.

Aerogenerators, Grantshouse, John Prentice £66,800; aerogenerators Cranshaws, Crystal Rig Wind Farm £1,186,000; Woodhead Turbine, Marchmont Farms Ltd £7,700; aerogenerators, Black Hill, Duns, Black Hill Wind Farm, £676,000; aerogenerator, Gavinton, John Seed £4,350.

Aerogenerators, Longformacus, Fallago Rig Wind Farm Ltd £3,253,000; Electricity Generation Land (EGL), Carterhaugh Farm, Selkirk, BQ Farming Partnerships £54,800; EGL, The Cauld, Philiphaugh, Selkirk, Philiphaugh Hydro Ltd £50,300.

Aerogenerators, Langhope, Selkirk, Langhope Rig Wind Farm £368,000; EGL, Easter Langlee, Galashiels, Ylem Energy Ltd £141,000; EGL, Easter Langlee, Galashiels, Scottish Borders Council £141,000; Longpark Wind Farm, Stow, Longpark Wind Farm Ltd., £819,000.

Biogas to Grid, Charlesfield, St Boswells, St Boswells Bio-Gas Ltd £216,000; Carcant Wind Farm, Greenwood UK Wind £161,000; Glenkerie wind farm, Broughton, Infinis Ltd., £503,000.

 

Threat of US law suits dismissed as "nonsense"

by DOUGLAS SHEPHERD

A further threat by businessman Martin Frost to raise court actions in Delaware against individuals who have been forwarding his shareholder letters to non-investors including this blogging site has been greeted with contempt in some quarters.

Mr Frost, the chairman of "disruptive technology" company Avocet Natural Capital (ANC) has repeatedly expressed his annoyance and displeasure after the contents of his many missives have been shared with outsiders before being exposed to a wider audience.

Each of Mr Frost's updates to the 650 shareholders contains a stern warning not to forward the material to others as each email is fitted with a type of tracking device.

In recent weeks Mr Frost and his fellow director Dr Bob Jennings have claimed to be in negotiations with wealthy investors who are said to be ready to sink tens of millions of pounds into Avocet's 'revolutionary' fuel concepts although the identity of the potential stakeholders has yet to be revealed.

In an email circulated this week - and seen by Not Just Sheep & Rugby - Mr Frost declares: "This coming Thursday’s shareholder letter will brighten most folk’s lives.

"The small delay is occasioned by the perceived malice of a few shareholders along with some non-shareholder party’s subliminal data and legal manipulation for nefarious purposes. Fortunately, Mrs. Eirlys Lloyd [the Avocet company secretary] was able to recognise and dismember this hawk psychology of fake news pushers and so rectify.

"That said, our new investors are appalled at the lack of Avocet truth pedalled on social media, on forums, and on blogs by people who should know better. So, on Thursday I shall advise who receives what and how our new investors will curtail the activities of naysayers. And yes, I do confirm that Delaware Counsel in USA is instructed to bring suit in Wilmington against those of you who breach email privacy."

One person with shares in Avocet told us: "It looks as though I'll be on my way to the United States once the extradition process is completed. I find these threats quite intimidating although I fail to see how an American court has any jurisdiction over events that take place in Great Britain".

Meanwhile the prospect of Delaware justice being meted out to miscreants who have crossed Avocet management now features on the 'Avocet Shareholders Independent Forum' which poses the question "Where has your money gone?"

In a strongly worded and detailed post, a contributor advises Mr Frost to lay off making threats involving proposed legal suits in the USA.

The poster writes: "I am in receipt of your October 25th, 2020 e-mail containing your threats of legal action in Delaware against UK shareholders forwarding your e-mailed shareholder letters to non-shareholders. I will attempt to educate you with regard to US law.

"Your contention is that Delaware has jurisdiction over matters arising from you, as a UK resident, sending an e-mail message to a server located in Delaware which then distributes that e-mail to the Avocet shareholders via an e-mail list that you provided. Legal experts strongly disagree with you."

The writer - clearly with extensive knowledge of US law - explains: “In order to file a lawsuit in the United States, the court hearing the case must have jurisdiction over the subject matter of the issue and over the defendant(s). For a court to have personal jurisdiction over a person, the court must conclude that the person has 'minimum contacts' within the forum state.

"A defendant must purposely avail himself or herself within the forum state by being present in the state, doing business within the state, or maintaining certain activities within the state. While you may be doing business in the state by maintaining the Avocet e-mail list on a server there, the proposed 'defendants' certainly do not.  They simply do not meet the jurisdiction requirement." 

 The post goes on to claim that a shareholder in the UK forwarding shareholder letters to a UK non-shareholder such as Bill Chisholm [owner of this site] would not in any way have an effect within the state of Delaware, so such action would not meet this effects test either. 

"Any legal action taken in Delaware on the basis that you claim you are taking would fail under US law. 

"The ANC Non-Disclosure Agreement. This is dead simple. There isn’t one. There may have been an Avocet Infinite NDA at one time, but you have gone to great lengths to make ANC a totally separate company.  An agreement cannot be transferred from one company to another without the consent of all the parties to the agreement. Please stop threatening the shareholders with what is nonsense from a legal perspective."

Best paid job in Scottish Borders up for grabs

 by DOUG COLLIE

The new chief executive at Scottish Borders Council (annual salary between £128,000 and £131,000) will have to be capable of "satisfying political objectives", according to job adverts for the post which set a deadline of November 8th for applications.

As efforts get under way to replace Tracey Logan, who relinquished the post in September, another former SBC executive now working at the other end of Scotland finds herself featured in the Rotten Boroughs column of satirical magazine Private Eye.

Donna Manson, service director for children and young people at the Borders local authority from 2015 until 2018, is now chief executive at Highland Council. In an article headed 'Highland Games' the magazine is highly critical of Mrs Manson's management of the authority's finances.

But according to a news story in the Inverness Courier leading councillors in Highland have immediately jumped to their chief officer's defence. 

Private Eye says Mrs Manson's mission when she joined the authority in 2018 was to cut senior salaries to save much-needed cash. 

"But her maths seems to have gone awry", the story says.

The piece highlights stories that have appeared in the Inverness press, including a £475,000 pay-off to former director William Gilifillan and the near £1,000-a-day the council paid a London-based consultant to run the education department.

In a hard hitting finale to the article, Private Eye claims: "With budget shortfalls made worse by Covid-19 and a black hole of some £30 million, at the end of last month councillors set aside £10.9 million of reserves to plug some of the gap.

"Many councillors feel they have had enough of CEO Manson, but fear the cost of her own departure could break the bank."

However, the Courier reports that leader and depute leader of the council Margaret Davidson and Alasdair Christie said: “The administration of the council is fully behind our management team led by the chief executive, Donna Manson.

"She has the full support and confidence of the council. Ms Manson has achieved huge successes in bringing financial stability and improvement to the council over the past two years. She has turned around an overspend and has brought in significant underspends and has rebuilt our balances in line with audit recommendations. She has also achieved significant improvement in educational attainment and key service areas.”

As Mrs Manson's former colleagues at SBC await the appointment of a new head of paid service, the list of requirements, qualities and talents of potential candidates have been laid out in detail. The information linked to the job vacancy indicates the chief executive will report to the council convenor.

The role description states: "To provide strategic leadership for all of the Council’s functions. Lead the delivery of the Council’s Single Outcome Agreement, corporate plans, priorities and objectives by ensuring effective people and resource management and sound corporate governance across all directorates. Be responsible for the achievement of the Council’s Improvement Plan, local plans and targets and secure improvements in the performance of the Council’s services, and for carrying out the statutory duties associated with the role of Chief Executive as Head of Paid Service.

"Provide leadership, direction, motivation and management of the Council’s staff to deliver services which meet the Council’s statutory duties, published plans and priorities and improve the economic, social and environmental well being of the local community. As the principal policy adviser support the Elected Members in determining the Council’s overall strategic objectives and priorities and be responsible for the development of collaborative working arrangements with key partners."

The job also demands: "Excellent leadership and interpersonal skills with the ability to form positive relationships at all levels. Strong persuasive and influencing skills, with the ability to present ideas and proposals effectively.

"Clear analytical skills to allow the exploration, evaluation and interpretation of information and opinions. Strong decision making skills with the ability to make decisions and recommendations based on the analysis of options. Successful record of engaging effectively with others, building productive working relationships, including high profile stakeholders, statutory authorities and private sector. Capacity to work under pressure to meet deadlines, satisfy political objectives and organisational priorities. Demonstrate commitment to, and achievement of, equality and diversity issues."

Ms Logan, who retired after nine years in charge of Borders local government services, was paid a total of £143,432 in 2019/20, according to SBC's annual accounts. That total included £5,422 for her work as returning officer for the European Parliament elections in May 2019 and the UK General Election of December 2019.

Council's record breaking secret IT deal under fire

 by EWAN LAMB

The level of secrecy and lack of transparency surrounding a multi-million pound deal struck by Tory controlled Scottish Borders Council with IT giants CGI has been strongly attacked by the opposition SNP Group at the council.

Under the terms of the unprecedented arrangement CGI will continue to provide services to SBC without any tendering challenges until 2040, committing present and future local government administrations to a single company contract.

Members of the council's ruling group sanctioned the extension to 20 years at a private meeting in September. It was only this week that CGI issued a statement confirming one of the longest deals in the company's history. It followed the publication of a so-called Voluntary Ex-Ante Transparency (VEAT) notice indicating the council's intention to award the huge contract without inviting rival bids.

But SNP Group leader Councillor Stuart Bell, who was unable to publicly on the CGI deal until publication of the company's statement, today launched a fierce attack on the ruling group, claiming:" I despair of how the current Council Administration privately conducts its affairs in deciding how to spend public money."

He told us: "I am somewhat surprised that the financial extent of, and the year-by-year expenditure on this contract have not yet been made public".

Councillor Bell explained that while he was content that SBC continued its working relationship with CGI as an IT partner; and while improvements over the last four years of the contract with CGI had resulted in a more efficient and effective provision of services he did not think it either prudent or transparent for the Council to sign up in secret to a 20 year contract with its IT supplier.

He said: "It is a matter of public record (SBC Audit & Scrutiny Committee - Sept 2020), that in the first three and a half years of the current CGI contract the council and its partners failed to deliver over £5 million of targeted Digital savings. Lessons have been learned, but the CGI contract to date has not been without its challenges."

Councillor Bell pointed out that discussions by Councillors of the 'phenomenal contract extension' just announced were conducted under the confidentiality requirements of the Local Government (Scotland) Act of 1973.  So he was not currently at liberty either to inform his constituents of the details of what had been agreed, nor to tell the Scottish Borders public the millions of pounds of their (public) money which had been signed off in a binding commercial contract.  

"Council administrations only run for five years and this Tory-led administration have approved an agreement that not only commits the next administration to increased expenditure - and I am currently not allowed to say anything about that - but it has also committed the next four Administrations to a contractual relationship with CGI that to quote them is “.. the longest in CGI’s history..”

"I also cannot even tell the Borders public exactly what benefits they can expect to see from this contract. All that Council Tax payers are allowed to know are the broad sweeping statements in a Press release.  

"Two years ago, this Tory-led Administration agreed to spend over £10m of public money to buy a small Estate but all that so far has happened on that land at Lowood is that the grass has been cut. Again, this was decided in secret."

In their joint statement SBC and CGI claimed: "The extension, one of the longest in CGI’s history, gives CGI and Scottish Borders Council the opportunity to work together in a long term partnership to help the Scottish Borders realise its vision of becoming the UK’s first Smart Rural Region.  CGI will open a new office in Tweedbank in 2021, which will be a centre of excellence and through the partnership establish an international reference site in connected communities.

"Together, CGI and Scottish Borders Council will lead the way in creating a smart, connected rural region, which will digitally connect all Borders communities, supporting innovation, empowering a flexible workforce, advancing truly integrated partnership working, and providing solutions to allow greener, low carbon ways for a sustainable future.

"They will do so by advancing cutting-edge digital systems and processes for all the Borders’ citizens and employees in key areas such as social care, health, its world-class education IT programs, employment, the environment and sustainability."

Cllr Shona Haslam (Conservative), Leader of SBC said: “Scottish Borders Council is delighted to extend CGI’s contract until 2040. This extension shows the trust we have in CGI as a valuable strategic partner, sharing our long-term commitment to providing cutting-edge digital solutions to improve our public services, benefiting the council, our community planning partners and our citizens.

"Together we aim to make the Borders the most technologically advanced rural area in the UK. Beginning with our Fit for 2024 transformation programme, we will ensure the Borders is in the best shape to meet future challenges, attract new business to the region, take advantage of new opportunities and deliver the best possible outcomes for our communities.”

Nobel nomination follows Covid-19 'Exterminate!" pledge

 by EWAN LAMB

Dr Bob Jennings, one of the bosses at 'disruptive technology' business Avocet Natural Capital [ANC], has been nominated for a Nobel Prize, company chairman Martin Frost told shareholders today.

For the last six years Dr Jennings is said to have been working on the development of the 'avocet' fuel additive which will, according to Mr Frost, make electric vehicles obsolete. But neither ANC nor its predecessor Avocet Infinite, now in liquidation, have managed to produce the "wonder fuel" in bulk and market it.

The Nobel nomination revealed by Mr Frost in an update circulated to more than 600 Avocet investors comes some six months after it was announced that Dr Jennings had come up with a 'Coronavirus Killing Machine" which was due to be available five months ago. But there is still no sign of the Dalek-like apparatus being deployed to combat the pandemic.

On March 15th this year Mr Frost declared in a shareholder letter: "We note the secret to defeating Coronavirus may well dwell in Avocet’s scientific identification of how the Coronavirus replicates. Ok, the ‘Dalek’ below (the letter included an illustration of Dr Who's fictional enemy) is a rude portrait of Avocet’s Coronavirus killing machine. 

"Over the years Dr Bob Jennings has successfully filed a platform of patents to safely distribute ozone via a self-propelled ‘Dalek’ which kills not only Coronavirus but the superbug – with some modifications, Bob is creating a new family of Avocet IP Limited patents to use ozone to cleanly kill the Coronavirus in hospitals, airplanes, ships, trains, factories and shops. Dalek prototypes have proved very effective and given the correct resources and joint venture partners, Avocet believes it can have a commercial product ready for sale in May 2020."

In today's missive headed 'Moving On' Mr Frost tells his shareholders : "Incredibly happy to report, that our new investors have now provided the additional necessary funding to enable Dr. Bob Jennings and colleagues to greatly augment the non-explosive methanol additive: so Bob, Dr. Glyn Short and their teams can proceed with a methanol dual fuel (capable of running either in gasoline or diesel engines),disease free fast hydroponic growth platforms, and the unique concept for the mass production of green methanol.

"Such brilliance has prompted the nomination of Dr. Bob Jennings for a Nobel Prize. Shortly put, this new intellectual property is transformational; it stands head and shoulders above anything else in the world market."

Some investors have expressed scepticism and concern at the lack of progress which might produce a return on their investment. But ANC's chairman has assured them the arrival on the scene of wealthy anonymous financiers will allow Avocet to proceed swiftly with its plans.

Mr Frost had been seeking a 95% vote by shareholders in favour of a 'short cut' to allow changes to the company's Articles of Association asked for by the mystery investors.

But in today's update he appears to admit defeat even though he expressed confidence the 95% barrier would be breached over the weekend. He had been advised on a Shareholders' Forum not to include the six million shares he holds in the ballot count as he has apparently not paid for them.

On October 9th he wrote: "You will see that ANC Plc has moved closer to the 95% target (it was 90% in favour at the time); thus, the ANC Plc directors believe that given a few more days ANC Plc will tip the 95% figure.

"So, in turn ANC Plc will currently proceed on the premiss (sic) that this weekend will witness this 95% achievement and Monday 12th October will see the promised new Confirmation Statement based on Monday’s end’s (12th October 2020) share register – upon which our new investors will base their offers."

Instead, Mr Frost now says: " Not as good news, although most of you indicated that you would concur to a shortened notice period, I regret that as of this evening [Monday] ANC Plc has not managed to secure the 95%. The directors of ANC Plc considered increasing ANC Plc’s issued share capital by directly using the investors capital, but a quick shareholder straw poll suggested that this proposed watering down of ANC Plc equity would not be acceptable to most of you.

 

"Thus the investors and the ANC Plc directors have decided to proceed with the existing ANC Plc Articles upon which the new investors are happy with: noting that these existing articles do not offer the same degree of protection to all the shareholders (especially the smaller) as would have occurred with the proposed article revisions."  

A companies expert who has been monitoring developments at Avocet for some time told Not Just Sheep & Rugby: "The new investors are already showering the company with money without any ownership in it. And they are the kindest, most considerate investors in the world. Although many shareholders were prepared to accept £2.40 or less, they insist on paying £3 per share.

"The change to the Articles that we were told they were insisting on, is now unimportant.  And it was actually not to benefit them, but was solely in the interest of the small shareholders. Frost seems to ignore the obvious, which is that he could still get the change to the Articles approved if he simply showed it to the shareholders."

 

 

Avocet polls - two very different outcomes!

 by DOUG COLLIE

The outcome of a shareholders' ballot in which 90% of investors in the 'revolutionary' Avocet Group of companies are said to have voted in favour of a management motion is being challenged on an 'independent' Forum where a separate poll produced a very different result.

Directors of Avocet Natural Capital [ANC] PLC need to persuade at least 95% of their 650 shareholders to approve a truncated process which would lead to a "minor alteration" in the firm's Articles of Association.

However, shareholders have not been told what the Articles change entails while the identity of new wealthy investors, said to be prepared to sink many millions of pounds into the development of 'disruptive technology' centred on vehicle fuel, remains a secret.

In a shareholder letter earlier this week, Avocet chairman Martin Frost who holds six million shares in the business announced that the threshold for triggering the "short cut" had almost been reached.

According to Mr Frost this was the situation on October 4th:Votes in Agreement: Shareholding Total:    43,233,781; Percentage of Capital of Company: 86.34 % ; Votes Not in Agreement: Shareholding Total: 322,505;  Percentage of Capital of Company: 0.65%.

Meanwhile Avocet shareholders - many of them concerned at the lack of progress in developing and marketing the fuel additive and other products - were voting in a separate poll organised by the administrators for members of the Avocet Shareholders' Independent Forum.

Mr Frost has been highly critical of the Forum's activities, and promised several weeks ago to have it closed down.

On October 5th the outcome of the Forum ballot was posted - 28% in favour of the move to shorten the procedure with 59% against and 18% abstaining.

Today Mr Frost has issued another missive claiming those in favour of the directors' motion has topped 90% and expressing confidence the 95% level will soon be reached.

The latest figures released by the Avocet chairman show 45,211,404 (90.42%) backing the short cut with the naysayers stuck on 322,505 (0.65%).

Mr Frost says: "You will see that ANC Plc has moved closer to the 95% target; thus, the ANC Plc directors believe that given a few more days ANC Plc will tip the 95% figure.

"So, in turn ANC Plc will currently proceed on the premiss (sic) that this weekend will witness this 95% achievement and Monday 12th October will see the promised new Confirmation Statement based on Monday’s end’s (12th October 2020) share register – upon which our new investors will base their offers."

He goes on to explain that ANC Plc is not subject to the 10% shareholder cap, adding: "I am considering converting some of my existing loan capital to pay up all my ANC Plc shares, and the new investors can subscribe for new equity above the current 50 million in issue so as to facilitate an unquestionable 95% no matter what yardstick is applied."

 

"Collectively ANC Plc’s directors and new investors are totally confident in the outcome, thus I am pleased to advise that in this hiatus period our new investors have advanced funds which enable the purchase and development of new intellectual property; the commissioning of Ryecroft Glenton (accountants who resigned as auditors of Omega Infinite PLC, now in liquidation) to conclude the audited accounts for Omega Infinite Plc and Orrdone Farms Limited (now in administration); to adjudicate and settle intercompany claims; an advance of funds to Begbies Traynor [liquidators of Omega Infinite] to enable the restoration of Omega Infinite Plc to the register; advances of funds for lawyers to sort perceived scandalmongers."

Mr Frost concludes: "On Monday 12th October, I shall write further to advise how matters shall proceed including any appropriate motions (requiring a 75% majority) which will allow our new investors to proceed with their share offers."

 

But a Forum member has questioned Mr Frost's ability to vote shares which he has not paid for.

The poster writes: "Frost continues to vote his 6 million unpaid-for shares despite clearly being barred from doing so by Section 44 of the Articles.

"Frost said today 'I am considering  converting some of my existing loan capital to pay up all my ANC Plc shares'

“'Considering?' Sorry, Frost. It simply does not work that way. This is not a discount furniture shop where you can take and use the furniture as you wish now, and pay for it later. The Articles are extremely clear. You cannot vote these shares until you have paid for them! Until these shares are paid for, do what, under the Articles you are obliged to do as a Director, and remove those shares from the voting tally."

The contributor adds that Mr Frost and Avocet Company Secretary Eirlys Lloyd continue to allow Avocet Natural Capital Foundation & Holdings to vote 3,458,198 shares the ownership of which is "in dispute".

And the post concludes: "Frost, please share with us the legal opinion you have received that  permits these 3,458,198 disputed shares to be voted "yes" prior to the courts having decided their actual ownership.

"In summary, as the only Directors of ANC, Frost and (Dr Bob) Jennings have an obligation to ensure that any shareholder vote is conducted according to the requirements of both the Companies Act of 2006 and the Articles of Association. In my opinion, based on the information that Frost himself has provided, they have abjectly failed to so."

 

Borders sporting estates challenge new rating valuations

 EXCLUSIVE by DOUGLAS SHEPHERD

Major landowners with sporting estates in the Scottish Borders have lodged scores of appeals in a bid to overturn valuation notices issued by the region's assessor which could result in the sector having to pay hundreds of thousands of pounds in business rates.

Shooting rights and deer forests were in the valuation roll up to 31st March 1995. They were then excluded by the Local Government etc. (Scotland) Act 1994 and were not entered at revaluation in 1995.

However, the Scottish Government's Land Reform Act 2016 removed the exemption and obliged the Assessor to re-enter shooting rights and deer forests in local valuation rolls from 1st April 2017.

The area over which shootings may be exercised is the unit of measurement, usually stated in hectares. A rate per hectare is applied to this dependent on the land type ranging from £2 per hectare for deer forests/hill/moor to £5 per hectare for woodland.

All of that means the owners will be liable to pay business rates at 49 pence in the £ based on the valuation placed on their land if that valuation is maintained.

More than 40 cases have been included on a citation list for the Valuation Appeals authority later this week with another 110 scheduled for early November.

Ironically, Forestry & Land, the Scottish Government agency formerly known as the Forestry Commission Scotland, have lodged the greatest number of appeals (39) covering their vast holdings across the Borders. The department has engaged leading estate agents Savills to represent them at hearings.

According to the Savills website: "Savills has been advising forestry clients and businesses that it is important that forest owners and related shooting tenants should appeal their assessments, as apart from anything else, uncontested valuations risk providing the assessors with more evidence. The assessors did not have the time nor the resources to do a thorough exercise before they had to issue the first tranche of Valuation Notices.

"It is hoped as the appeals process develops, many commercially managed forests, where deer control is a key element of management rather than simply sport, will be re-assessed to nominal and in some cases possibly a nil value.

"There is a clear conflict between the concept that sporting rights on lands and heritages (including woodlands) must now be placed on the Valuation Roll and the primary objective of growing timber within commercial forestry."

Buccleuch Estates, the largest private landowners in the region have submitted 17 separate valuation appeals while the Church Commissioners for England are objecting to valuations on four deer forests they own in Roxburghshire.

The shooting rights (SR) and deer forests (DF) owned by Forestry & Land with their valuations are:

SR Swinnie, Roxburghshire £775; DF Swinnie £950; SR Newcastleton £9,200; DF Newcastleton £10,000; SR Wauchope £11,800; DF Wauchope £20,200; SR Yair $3,700; DF Yair £3,900; SR Falside £2,650; DF Falside £2,900; DF Shankend £750; DF Tinnisburn £1,375; SR Tinnisburn £1,550.

DF Whisgills £600; DF Caberston £4,000; SR Caberston £3,800; DF Cademuir £700; DF Cardrona £3,550; SR Cardrona £3,300; DF Cloich £7,900; SR Cloich £4,850; DF Elibank £10,100; SR Elibank £9,800; SR Craik (Peeblesshire) £11,900; DF Craik £13,000; DF Gamescleuch £2,300; SR Gamescleuch £2,150.

DF Glentress £6,600; SR Glentress £6,400; DF Ladyurd £1,300; SR Thornylee £550; SR Upper Wauchope £4,850; SR Cleuch Head Nursery £90; SR Leadburn £40; SR Renton £70; SR Greenwood £100; SR Langburnshiels £3,050; DF Kirnielaw £4,200.

The Buccleuch Estates properties on the  Appeal Citation List for early November are:

SR Clarilawmuir Stalking £775; SR Leahaugh, Castleton £1,400; SR Demainholm, Newcastleton £1,100; SR Demainholm Stalking £1,100; SR Mangerton £4,000; SR Hermitage Shoot £1,050; SR Drinkstone Shooting £2,000; SR Linhope, Teviothead £5,500; SR Wester Wooden, Eckford £2,500.

SR North House Wood, Hawick £2,100; SR Clarilawmuir Shoot, Hawick £775; SR East Buccleuch, Hawick £7,400; SR Branxholm Estate Stalking £9,100; SR Grahamslaw Shoot, Kelso £1,425; SR Langholm Moor, Hawick £11,400; SR (part) Langholm Moor £8,900; SR Millside, Kirkurd £60.

A separate valuation of £8,900 on shooting rights at Langholm Moor (part) is being challenged by the Langholm Moor Demonstration Project.

Four appeals, all relating to deer forests have been sent in by the Church Commissioners for England c/o Gresham House Forestry. The locations and their valuations are West Buccleuch/Midgehope £8,700; Ramsaygrain East, Hawick £3,700; Rashiegrain, Hawick £3,700 and Dykeraw, Southdean £4,850.

A single appeal has been lodged by Lothian Estates following a deer forest valuation of £12,500.

600 Scottish Borders jobs lost thanks to Covid-19

 by EWAN LAMB

A national Covid-19 'Vulnerability Index' has shown Scottish Borders to be the third most vulnerable council area in the country in terms of the impact on the local economy. And a work force assessment concludes the region will lose 600 jobs this year thanks to the pandemic.

Skills Development Scotland (SDS) has produced updated regional skills assessments for each area after studies provided the most detailed picture yet of the effect of Covid-19 is having on local labour markets across the country.

The report for Scottish Borders looks in detail at the resilience of the district to Covid-19 impacts.

It explains: "The Oxford Economics Vulnerability Index - scores above 100 mean an area is more vulnerable than the Great Britain average. Scottish Borders scored 140.3, the third most vulnerable local authority.

"Business environment contributed to Scottish Borders' vulnerability with a score of 164.5 supporting a higher share of small firms and self employment. Digital connectivity score of 180.9 suggested low working from home rates and low broadband speed. But economic diversity (89.4) contributed to Scottish Borders' resilience".

SDS says the Borders work force size in 2020 totals 47,300. The report concludes: "The work force is expected to shrink between 2019 and 2020 as a result of Covid-19 by 1.3% or 600 people".

But the skills agency predicts there will be a 'bounce back' over the next three years.

"The work force is forecast to grow between 2020 and 2023 as the labour market bounces back and growth returns." It should have increased by 2.7% or 1,300 people. However, the Borders bounce could be over by 2022 with no long-term jobs growth for the area.

Job openings in the longer term (2023-2030) will be limited with an ongoing requirement for skilled people to replace those retiring or leaving the local labour market.

SDS estimates there will be a need over that period for 11,300 individuals to fill job opportunities. But overall the increase in the size of the Borders labour force by 2030 is put at only 100 (0.1%) compared to a Scottish average increase of 1.2%.

The report's summary declares: "The forecast job losses are likely to have occurred in retail, construction and hospitality.

"Covid-19 has highlighted the importance of digital skills and this could potentially benefit Scottish Borders. The increase in the uptake of home working could enable more opportunities for those who live in rural areas if connectivity was strengthened".

The report also provides data which point to a growing demographic issue for the Borders.

In 2018 the region had a working age population of 67,900. But the statisticians are predicting a fall of 3,300 in that number by 2043 (equivalent to minus 4.8%). In the same period the Scottish working age population is set to fall by 0.2%.

The dependency rate of those of non-working age (under 16s and over 65s) compared to those of working age was 70% in 2018 - the joint highest dependency rate in the country. Scottish Borders will experience an increase to 80% by 2043. Meanwhile the current Scottish figure of 56% will rise to 60% over the same timespan.

'Wonder' fuel set to make electric vehicles obsolete

 by DOUG COLLIE

The concerns over secrecy and mystery surrounding the anonymous 'investors' courting the Avocet group of disruptive technology businesses were replaced by expressions of astonishment today following claims from the company's chairman that an unproven fuel additive could consign electric vehicles to the dustbin.

Head of Avocet Martin Frost hailed "the genius" of fellow director Bob Jennings in a letter to hundreds of shareholders which revealed: "Our prospective new investors are delighted to witness the new IP [Intellectual Property] on the 30th September 2020 for a non-explosive methanol fuel additive, which product in terms of efficacy and cost is likely to consign the electric vehicle to the dustbin. Further new wondrous IP will similarly be unveiled throughout the remainder of this year."

The possibility of electric vehicles being rendered obsolete by the development of Avocet's latest version of a fuel additive comes at a time when the market for electric cars is booming.

There were more than 142,200 pure-electric cars on UK roads at the end of August 2020 - and over 339,000 plug-in models including plug-in hybrids (PHEVs).

The most recent set of figures from the Society of Motor Manufacturers and Traders (SMMT) show that pure-electric models accounted for 6.4% of total new car registrations, whilst adding in PHEVs takes that figure up to 10%. It's been an extremely positive 2020 to date for the electric car market. August's figures saw a 78% increase in pure-electric registrations compared to the previous year, and PHEVs grew 222%. 

Avocet shareholders are currently being balloted as the company seeks to secure 95% approval for a short-cut towards achieving a 'minor' alteration to Avocet Natural Capital's (ANC) Articles of Association. But the actual terms of the amendment are - for now - as secret as the names of the investors seeking to take control.

According to today's letter from Mr Frost: "ANC Plc is getting closer to the required 95% consent from all ANC Plc shareholders: for as at Wednesday evening 30th September, some 90% of you have verbally indicated that you will consent to a short notice motion to consider the revision of ANC Plc’s drag along motion. This weekend, a full list of those who consented shall be intimated to all."

Then the Avocet chairman goes on to tell shareholders: "Due to the delay prompted by the fluster of activity, Wednesday, 7th October is now set to be the date which a new ANC Plc Confirmation Statement for ANC Plc will be issued and from which new investors shall base their share purchase offers. Happily, with the arrival of the new registered IP, apart from timing, the degree of certainty has increased that Avocet will welcome new investors into its fold; these new investors taking some 14 million shares at £3 per share with a three-year option to take further at £25 per share."

Meanwhile members of the independent Avocet Shareholders' Forum are being invited to participate in a poll which aims to determine how investors have voted on the company's 'short notice' motion.

The Forum administrator explains on the site: "Many shareholders have contacted us confidentially to express concerns re the vote on Avocet Natural Capital PLC changes to the Articles of Association, fearful they will be delisted from the selection process offering eligible shares to the undisclosed prospective buyers seeking 20% of 50 million ANC "shares, if they oppose the move.

"If you are interested in the future of your company and validation of a democratic result please indicate which way you have voted by simply clicking "yes", "no" or "abstain" on the poll to the right of this page." A result will be declared next Monday.

However, there has been at least one strong dissenting voice in the wake of the poll being launched.

Forum contributor Gavin Davidson wrote: "Rarely have I ever heard such rubbish. How the hell can you run any meaningful poll on anything that has about 90% of people hiding behind pseudonyms. For any poll to mean anything, you would need to be able to check their name on a confirmation statement. I am thinking of changing my name to Peter Pan. After all he was a figment of someone's imagination as most people on here."

In reply, a poster titled FDF declared: "If your concern is about people not identifying themselves, ask yourself this - why are the [Avocet] buyers remaining anonymous? And why has the urgent “small change” to the Articles still not been proved to the shareholders after five weeks? ".