"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.