Avocet subsidiary struck off Companies House register

by DOUGLAS SHEPHERD

A business which was part of the Avocet 'disruptive technology' set-up has been dissolved via compulsory strike off by Companies House.

Avocet Infinite Renewables Ltd. had the same two life presidents as Gennfros Ltd., a recently founded company which last week 'awarded' Avocet directors Martin Frost and Dr Bob Jennings honorariums of £24,000 a year each following their appointments to the life presidency.

The Articles of Association for Avocet Infinite Renewables, approved by special resolution in July 2017, allowed for Mr Frost and Dr Jennings to be installed as presidents for life. While the position was to be unpaid each would be "entitled to be reimbursed in respect of any reasonable expenses which he properly incurs in connection with the discharge of his position as a life president of the company".

The objectives of the life presidents at Avocet Infinite Renewables are identical to those set out in the recently published Articles of Gennfros although the management of that company have claimed there will be no connection with Avocet. Instead, Gennfros will rely on a completely new set of intellectual property. 

Those objectives laid out in 2017 were deemed necessary to ensure:

"'Avocet' is seen not just as a fuel additive but is a generic term to encompass and encapsulate a forward movement to a sustainable future;

"'Avocet' remains and develops as a design process grounded in systems thinking of how energy and the law of entropy can prompt a societal shift;

"the 'Avocet' brand name is used in respect of a select number of companies, products and processes which individually and collectively enables man to do more with less;

"'Avocet' is an ecological progenitor to the 'sustainability revolution'; and

"'Avocet' provides mechanisms that work more efficiently with the planet's energy, water and food that positively impact on the world".

The nature of business of the now dissolved Avocet Infinite Renewables is listed at Companies House as "extraction of crude petroleum and natural gas; other treatment of petroleum products; and remediation activities and other waste management services".

The company, incorporated in 2015, had not submitted annual accounts to Companies House since 2017.

In the year to 31 December 2017 it reported a deficit of £211,978, up from £81,800 in 2016. Trade creditors were due £21,021 while the sum of £204,461 was owed to "group undertakings". That figure had risen from £84,294 in 2016.

A note to the accounts explained: "Avocet Infinite Ltd., the company's major creditor, will not require repayment of the inter-company debt within twelve months".

Gennfros life presidents will pick up £2,000 a month

EXCLUSIVE by EWAN LAMB

The intention to pay two life presidents index-linked honoraria of £24,000 a year plus reimbursement of "any reasonable expenses" is revealed in the newly published Articles of Association of chemical manufacturers Gennfros Ltd., likely successors of the Avocet 'disruptive technology' Group.

Beneficiaries of the £2,000-a-month payments will be Martin Frost, currently chairman of Avocet, and fellow director Dr Bob Jennings although neither of them will be involved in running Gennfros whose chief officer is Lancashire-based accountant Paul Newsham.

However, Mr Frost and Dr Jennings have "employee and restrictive contracts in relation to the provision of specialist services and contacts".

Both men have been in charge of Avocet Infinite (now called Omega Infinite and in liquidation) and Avocet Natural Capital with some 650 shareholders and which, according to Mr Frost, could soon be dissolved. The Avocet businesses have so far failed to bring their 'revolutionary' fuel additive to market over a six year period.

The Gennfros articles also disclose that the 'avocet' brand will live on despite recent indications from management that intellectual property currently held by the Avocet organisation would be sold off. It has also been claimed new patent applications would value Gennfros at £150 million.

A document setting out the Gennfros articles of association, accessible via the Companies House website, explains the reasons why the new company requires two life presidents.

It says: "The objectives of the life presidents are to ensure that:

"1 - the brand 'avocet' is seen not just as a fuel additive but is a generic term to encompass and encapsulate a forward movement to a sustainable future.

"2 - the brand 'avocet' remains and develops as a design process grounded in systems thinking of how energy and the law of entropy can prompt a societal shift.

"3 - the 'avocet' brand name is used only in respect of a select number of companies, products and processes which individually and collectively enables man to do more with less.

"4 - the brand 'avocet' is an ecological progenitor to the 'sustainability revolution' and

"5 - the brand 'avocet' provides mechanisms that work more effectively with the planet's energy, water and food that positively impact on the world".

Despite such apparently high profile/key roles the life presidents will not be part of Board meetings.

In a series of shareholder letters over recent months, Mr Frost, in his role as chairman of Avocet Natural Capital (ANC), repeatedly warned of legal proceedings against those investors who forwarded his correspondence to third parties, including bloggers. There were also claims that his emails were fitted with tracking devices to identify miscreants who were sharing confidential information.

Eventually ANC management intimated that the company was unable to function, hence the need to set up Gennfros which will be protected by a non-disclosure agreement (NDA).

The Gennfros articles state at paragraph 101: "Given that the essence of the company is the formulation and commercialisation of intellectual property it is essential that this is kept secret. It is a condition of share and loan note ownership that complete secrecy is maintained.

Should a shareholder or loan note holder be found in breach of the company's NDA then such shareholding or loan notes they hold are forfeit and such forfeiture will be automatic in advance of any damages that they become liable to".

But if any investor wants to obtain a copy of the NDA they must request it from the company secretary 'upon 14 days notice'. 

Omega's revival back on the agenda

by EWAN LAMB 

Shareholders in the 'disruptive technology' Avocet group were told in early August that funds had been secured to restore the debt-ridden former parent company Omega Infinite PLC to the Companies Register.

The news followed a private meeting between Avocet chairman Martin Frost and Omega's liquidators Begbies Traynor at which an indication had been given that the £3 million would come from the Frost family and colleagues. The cash would also allow accountants Ryecroft Glenton, former auditors of Omega, to produce overdue company accounts for 2018 and 2019 ' hopefully by the end of September 2020'.

But so far those accounts remain overdue while Mr Frost's promise at the time of legal action against the administrators of another insolvent company, Orrdone Farms Ltd. has yet to materialise.

Now a virtually identical scenario has emerged from another 'very productive' meeting between representatives of Omega's successor Gennfros Ltd. and Begbies Traynor on Thursday of last week.

Though not a director of Gennfros, Mr Frost told potential investors in the new company at the weekend that the Begbies Traynor meeting had been greatly assisted by "the promise next week of a £2.1 million share convertible loan from our new investors."

Such a sum will be small beer for the unidentified investors in Avocet's 'revolutionary' fuel additive for according to Mr Frost they are willing to inject £750 million into the business.

In his report on Thursday's proceedings Mr Frost revealed the loan meant:"Gennfros agreed to put Begbies into funds so that the Omega Infinite Plc restoration process to the Company House Register can begin; pay off certain Omega creditors especially AFS Ventures Plc (a company controlled by Mr Frost which has been in liquidation since 2015); pay Ryecroft Glenton to conclude the 2018 and 2019 audits for Omega & Orrdone; and put Gennfros Limited, and Avocet legal teams into funds so that litigation can proceed, particularly against the Orrdone Farms Limited Administrators."

In a shareholder letter to Avocet Natural Capital Ltd.'s investors in August Mr Frost provided an account of a meeting and 'convivial lunch' with Begbies Traynor, the Omega liquidators, in York.

He wrote: "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."

 

"I then explained to Begbies that measures were in hand to sue these people once Avocet had the benefit of Ryecrofts [they resigned as auditors for non-payment of professional fees] 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."

Following Mr Frost's disclosures regarding last week's meeting with Begbies Traynor we contacted the liquidator's public relations representatives.

Not Just Sheep & Rugby offered an opportunity for the insolvency practitioners to comment on Mr Frost's points. We also repeated an earlier request for a list of creditors for Omega Infinite and asked when a report to creditors was to be produced and submitted to Companies House

A Begbies Traynor spokesperson said: “In line with statutory requirements, an annual report to creditors will be lodged with Companies House within two months of the first anniversary of our appointment as Joint Liquidators on 28 April 2020 and will contain all of the information that we are required to provide to creditors."

The only public indication as to the level of Omega's indebtedness has been given by Mr Frost himself.

In February 2020, some two months before a Winding Up Order was obtained from the courts, Mr Frost informed Omega investors - 650 of them held 22 million shares at that time -  of management's intention to go down the insolvency route.

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."

 

Transparency champion accused of "breaching confidentiality"

 by DOUG COLLIE

A lifelong advocate of local government transparency is facing a Standards Commission hearing for allegedly sharing confidential information with the public in his role as...A COUNCILLOR.

Hawick-born John Ross Scott, with distinguished careers in both journalism and public service, has apparently incurred the wrath of 15 fellow members of Orkney Islands Council (OIC) who submitted a complaint to conduct watchdog the Standards Commission for Scotland earlier this year.

Mr Scott is a former leader of Scottish Borders Council and served as chairman of the Orkney health authority for eight years after leaving the Borders in 2003. He is credited for introducing a much more open regime while at the health board.

As a newspaperman John, affectionately known in the Borders as 'JR', was chief reporter at the Southern Reporter for 16 years during which time the title picked up prestigious awards. He also occupied the editor's chair at the Hawick News for a time.

His CV also shows he was elected a Roxburgh District Councillor from 1980-85 representing Jedburgh South then won a by-election in Hawick West for a seat on Borders Regional Council (1985-1996). Served on that council as Chairman of Planning and Development and Chairman of Roads and Transportation then was elected to Scottish Borders Council (1995-2003) where he was Chairman of Technical Services then Council Leader.

He also served as Honorary Provost of Hawick from 1999-2002.

Following his move to Orkney Mr Scott was appointed editor of the newly formed Orkney Today newspaper and later became freelance editor of Living Orkney magazine, a post he still holds. He was elected as a councillor for the Kirkwall East ward of OIC at the 2017 council elections.

Not Just Sheep & Rugby understands that since Mr Scott became a councillor - his campaign slogan was 'add spice to the mix' - he has been trying to foster a greater degree of openness within Orkney council.

After all, the authority's website declares: "OPEN GOVERNMENT - We are well aware that local authorities can be seen by some as remote, mysterious and bound up in red tape. But the principle of open government is important to us."

But allies of Mr Scott say his attempts have been frustrated by the group of senior members who 'run the show'. Among the initiatives shot down in flames was an attempt to introduce a leaders' question and answer session, and a bid to give young people a greater say in council affairs.

According to The Orcadian newspaper which covered the controversy in its latest issue Mr Scott is one of the most 'visible' Orkney councillors.

The paper tells how news broke in May that Councillor Scott had been excluded from weekly briefings. He first became aware of concerns being raised by fellow members when he was accidentally copied into a group email.

The complaint to the Standards Commission is believed to centre on a Facebook post by Mr Scott in March in which he posted information in the wake of a private meeting relating to the breaking Covid-19 pandemic.

"A group of councillors had organised a meeting to discuss the Facebook post Councillor Scott had made but he was not invited to attend", reports The Orcadian.

OIC is populated by 18 Independent councillors (including Mr Scott), two members of the Orkney Manifesto Group and a solitary Scottish Green. The Orcadian suggests the two 'political' groups at OIC regard Mr Scott as their "opposition".

Not Just Sheep & Rugby contacted Mr Scott for comment but he explained he was not able to talk publicly about the forthcoming hearing at the Standards Commission. He hoped everything would become clear after that hearing and indicated that he had received numerous messages of support since the story broke locally.

The Commission website has the hearing of Mr Scott's case listed for January 18th 2021.

Sanctions available to the watchdog range from dismissal of the complaint up to disqualification as a councillor for up to five years. In between are Censure (a reprimand) and Suspension, involving a ban from attending council meetings for the duration of the 'sentence'.

Gennfros co-owner could be dissolved by Companies registrar

by DOUGLAS SHEPHERD

Loch Lomond Heritage Ltd., the company which holds a 50% stake in the business destined to replace the Avocet 'disruptive technology' group faces the threat of being struck off the UK Register of Companies, according to a notice posted on the Companies House website.

It was recently revealed that Loch Lomond Heritage, controlled by Avocet chairman Martin Frost holds five million one penny shares in Gennfros Ltd. which was only incorporated at the end of September.

The other half of the shareholding in Gennfros is now in the hands of Chemical Technology Services Ltd, of Hutton Rudby, Yarm, Teesside. One of the two directors of that business, formed in 2006, is Dr James R Jennings.

He also sits on the board of various firms bearing the Avocet name, in particular Avocet Natural Capital [ANC] whose 650 investors have, between them, a reported 50 million shares. Mr Frost has announced the intention to dissolve ANC before long. 

Selected Avocet shareholders are currently being offered 'gift' shares in Gennfros while others have faced the indignity of being blackballed by Avocet's Board before being excluded from the giveaway process. They include 'dissidents' who have cast doubts on Avocet's ability to develop and market a revolutionary fuel which, according to Mr Frost, will render the electric car obsolete.

But a so-called Gazette Notice, issued on November 17th has the capability to render Loch Lomond Heritage Ltd. obsolete some two months from now.

The notice says: "The Registrar of Companies gives notice that, unless cause is shown to the contrary, the Company will be struck off the register and dissolved not less than two months from the date shown. Upon the company's dissolution all property and rights vested in, or held in trust for, the company are deemed to be bona vacantia (goods without an apparent owner) and will belong to the Crown".

There is no reason given for the action in the notice. But Loch Lomond Heritage's annual accounts up to June 30th 2019 should have been submitted to Companies House by June 30th 2020 which means the filing of finances is by now 142 days overdue.

Companies House literature on late filings stipulates: "Failure to file confirmation statements, annual returns or accounts is a criminal offence which can result in directors being fined personally in the criminal courts. Failure to pay the late filing penalty can result in enforcement proceedings."

Businesses face financial penalty fees for late filing of their accounts with private companies charged £750 and public companies £3,000 once they are more than three months beyond the deadline.

Meanwhile, in a Gennfros communication circulated by Mr Frost earlier today he declares: "I am appalled at the mischievous (sic) of some cyber warriors who have unfairly criticized Gennfros Limited’s share option gift.

"Plainly speaking: Loch Lomond Heritage Limited and the Chemical Technology Services Limited have physically purchased their shareholdings for £50,000 pounds each equating to a £0.01 pound per share. This purchase allows both Loch Lomond Heritage Limited and the Chemical Technology Services Limited to vote as members in the affairs of Gennfros Limited - if either company sells any of this shareholding there is NO further payment to Gennfros Limited."

Then Mr Frost goes on to write: "I am similarly annoyed by some ANC Plc shareholders who have already identified themselves as naysayers and keyboard warriors filibustering the timing of the Gennfros Limited gift process with Mr. Archie Garner. 

"Archie in a previous existence, as some of you know, was a premier RSM in the British Army so he is accurately acting according to his brief. Unfortunately, when conveying Gennfros Limited wishes, Archie has been the subject of much unwarranted abuse – and a 2-5 minute exercise has often taken 20 minutes or more.

"Consequently, the Gennfros Limited gift process is taking a week longer than budgeted which in turn delays all other matters by a week. Though not amused by this delay Gennfros Limited is using the extra time to tighten up upon its intellectual property and ensure that naysayers are appropriately dealt with.".

It has been claimed a collection of Gennfros patents will be worth £150 million, a claim challenged and rubbished by sceptics who warn Avocet intellectual property (IP) is about to be transferred to Gennfros without shareholders' permission.

But Mr Frost states: "Gennfros Limited’s intellectual property is new – it exists and has been independently verified by our new investors – and furthermore, there are significant and important step advances.

"That said, Gennfros Limited’s new IP does not make the IP housed in Avocet IP Limited redundant and as prior stated Avocet IP Limited will realize its IP for the benefit of first its creditors and then ANC Plc shareholders as a body."

Gennfros 'asset transfer' questioned by investors

 by DOUG COLLIE

The executive director of Gennfros Limited, the company set up to take forward the Avocet group's "disruptive technology" has circulated a timetable setting out how the fledgling replacement business will be developed.

But no sooner had Paul Newsham, a Lancashire-based chartered accountant and sole director of Glennfros issued correspondence to potential investors than shareholders in Avocet appeared to challenge any proposed transfer of assets between the firms.

Mr Newsham, who has been appointed to sit on the board of a number of Avocet affiliated companies over the course of this year, also warned of legal proceedings in the English courts against a number of individuals named Orr, a Berwickshire farming family.

Avocet chairman Martin Frost and fellow director Dr Bob Jennings had indicated they would not be directors of Gennfros although shares are held by a Frost family company called Loch Lomond Heritage Ltd. Mr Frost has also ruled that 'dissident' Avocet shareholders will not be offered a stake in Gennfros, and Avocet management has taken the unusual decision to 'blackball' a number of its own shareholders.

Now Mr Newsham, in his first public statement as head of Gennfros, says in a 'Dear Colleague' letter: "Gennfros Limited is a private English limited liability company with now an ‘authorized’ share capital of 50 million one penny shares alongside £10 million pounds of redeemable, interest free and unsecured loan stock. 

"Gennfros Limited’s worth is focused on families of newly created intellectual property with a current anticipated net worth more than £150 million pounds. An US based multinational is in advanced talks to purchase 14 million of the above out of the 50 million one penny shares at £3 per share – some 4 million direct from Gennfros Limited with a further 10 million from proposed Gennfros Limited shareholders."

And Mr Newsham continues: "It has taken an additional week to formulate ‘injunctive relief’ against Mrs. Aileen Orr, Andrew Orr, and John Orr’s false claims that Avocet IP Limited and separately Gennfros Limited’s IP [Intellectual Property] has their origin with Andrew Orr & John Orr – it is now hoped that interim injunctions will be obtained in the English High Court this coming week. Once, this remaining IP issue is satisfied the new investors will publicly make their purchase offer to those Gennfros Limited shareholders with a ‘gift option’."

Potential investors are then informed that the planned itinerary For Gennfros Ltd is to secure an interim injunction against IP 'transgressors'; lodge the company's new Articles of Association at Companies House; submit a Confirmation Statement; and then new investors to purchase Gennfros shares from the company and shareholders.

However, an Avocet shareholder who has criticised the group for failing to bring any products to the market since its formation in 2014 told Not Just Sheep & Rugby: "I question the ability of Gennfros and/or Avocet officers to legally transfer Avocet assets to a new company without consent from shareholders. It is a fact that no new patents have been filed and plainly obvious that existing ANC PLC shareholders are being discriminated against."

Gennfros has also produced a document outlining how the methanol-based fuel additive, previously promoted by the Avocet Group can be manufactured together with a list of its merits.

But one observer commented: "Based on the methanol write up, it appears the Gennfros breakthrough technology is almost entirely made up of Avocet paid-for IP."

At the same time a poster on the Avocet Shareholders' Forum wrote: "In the Methanol write-up, I saw no sign of the “some forty plus filed and to be filed new patents” quoted by Martin Frost on October 29, 2020 that Frost promised would be the foundation of Gennfros.

"Instead, despite his commitment that 'Gennfros Limited has not even used the ‘avocet’ name let alone any intellectual property', Frost’s write-up contains numerous references to existing Avocet IP, now very interestingly renamed as Gennfros/avocet. It would appear that the Avocet shareholders already own all or a significant part of the IP that Gennfros is being based on. In my opinion, we are being sold mutton dressed up as lamb."

1. 

2.      

Rich pickings from council's £11 million PFI payment

EXCLUSIVE by DOUG COLLIE

The company running the controversial Private Finance Initiative [PFI] project which built three Scottish Borders secondary schools recorded a £1.1 million operating profit last year and sent a £380,000 dividend to its parent group based in Luxembourg.

These are among the financial statistics contained in the annual accounts of the Scottish Borders Education Partnership Ltd. (SBEP), a business with no employees and which shares a registered address in Maidenhead, Berkshire with a multitude of similar PFI ventures.

In 2020/21 Scottish Borders Council will pay £11.457 million towards the cost of funding and maintaining its secondary schools in Eyemouth, Duns and Earlston which were completed in 2009. The deal with SBEP runs until November 2038, and according to the council's latest annual accounts a further £260 million worth of payments is outstanding.

The £11.457 million is made up of  £5.401 million for services, £3.226 million goes towards reimbursement of capital expenditure and £2.830 million is needed to cover interest payments. The total paid in 2019/20 was £10.999 million. Council figures also show further interest payments over the lifetime of the agreement will come to £42.271 million.

Council pay-outs for PFI have escalated sharply over the last five years. Audited accounts for 2014/15 showed the total bill was £8.296 million comprising £5.520 million for repayment of liability and service charges plus £2.776 million in interest charges. It means this year's costs are 38% higher than in 2014/15.

SBEP sub-contracts the maintenance and operation of all three schools to Amey. That 30 year deal, struck in 2008 was worth £58 million to the company. Amey was part of a consortium which persuaded councillors to sanction the expensive arrangements with German PFI specialists Bilfinger Berger BOT as lead promoter and sponsor, together with Ulster-based Graham Construction.

Amey is responsible for facilities management of the three schools including buildings and grounds maintenance, security, caretaking and cleaning.

The massive contract provides a regular income stream to SBEP Ltd subject to deductions for service shortfalls or the unavailability of the school buildings.

The newly published accounts for the partnership show an operating profit of £1.111 million on turnover of £3.837 million. Administration expenses totalled just £17,000. The overall profit was up from £945,000 in 2018. SBEP directors Albert Naafs and Frank Schramm were able to approve and pay dividends of £380,000 (2018 £259,000).

Looking to the future the report says: "The project continues to perform generally in line with the modelled expectations and management of the scheme both logistically and financially remains under control. The directors remain confident that the company will maintain the current level of performance and keep meeting the obligations under the contract".

Among other facts recorded in the report are cash at bank and in hand £4.192 million (up from £3.727 million at the end of 2018) and "interest is imputed on the finance debtor (Scottish Borders Council) using an asset specific interest rate of 5.27%".

Meanwhile SBEP has loans totalling £68.330 million with Prudential Annuities Ltd and Prudential Retirement Income Ltd with a 2.604% index-linked coupon.

All of the share capital in Scottish Borders Education Partnership is held by Scottish Borders Education Partnership (Holdings) Ltd., also registered at the same Maidenhead address. In turn 100% of the shares in the holding company lie with BBGI Investments S.C.A., an indirect and wholly owned subsidiary of BBGI SICAV S.A., both registered and domiciled in Luxembourg.

The BBGI conglomerate control a significant number of PFI projects throughout the United Kingdom.

A report prepared for the Scottish Parliament in 2018 calculated the annual amount local authorities in Scotland pay to various PFI operators for the use of school buildings constructed under the system totalled £434 million, equal to almost ten per cent of the education budget.

Borders housing market remains "worryingly sluggish"

 by DOUG COLLIE

The millions of pounds needed to cover infrastructure costs to facilitate development on Lowood Estate, near Melrose, may have to come from the publicly funded Edinburgh & South-east Scotland City Region Deal, a report to Scottish Borders Council has suggested. 

Almost two years after Scottish Borders Council paid £9.6 million to purchase Lowood there is no public indication that private builders are about to get involved in the phased development of the site next to Tweedbank. This despite claims during negotiations for the controversial land deal that a number of builders had been knocking on the previous owner's door.

A so-called Strategic Housing Investment Plan [SHIP] to be considered by the Council's Executive later this month suggests a Lowood first phase of 30 'affordable' houses for rent, to be built by Eildon Housing Association, will not be completed until financial year 2024/25, some six years after the prime site was bought from the Hamilton family.

And there are warnings in the SHIP report that housing construction in the Borders is not witnessing much demand for new builds.

It says: "Beyond the provision of affordable housing for social rent, the Scottish Borders general house building position over recent years has mirrored the national picture to a degree reflecting a significant and concerning reduction in the number of new homes being built and brought to the market.

"Albeit there has been some market recovery elsewhere in Scotland and the UK, the Scottish Borders housing market remains worryingly sluggish with annual house sales and completions less than those prior to the financial crash. In addition, this is also evidenced by the number of new homes built on average each year. 

"In 2013-2014, 288 homes were completed, rising to approximately 370 in 2015-2016, dropping again to 309 in 2016-2017, dropping further to 250 in 2017-2018, and 2018-2019 saw just 220 houses being built. These figures include the affordable housing completions in those years. These can be contrasted to 717 new homes being delivered when the market was at its peak in 2006-2007 when only 60 of these were built for social rent, whereas 130 of last year’s 220 were for social rent. 2019/20 all tenure house completion figures are not available at the time of writing."

The only specific building programmes for Lowood contained in the Borders SHIP are those by Eildon HA - a further 25 rental properties planned for 2025/26 plus 40 more in a 'pipeline development project' - and an additional four units to be completed in 2024/25 by Scottish Borders Housing Association.

In a separate reference to Lowood the report explains: "In December 2018, the Council purchased the Lowood Estate, Tweedbank. This the only Scottish Borders strategic housing site identified in the Borders Railway Corridor and in the South East Scotland City Region Deal.

"A Consultation Draft Supplementary Planning Guidance has been agreed and has been out to public consultation which closed on 5 May 2020. However due to the Covid-19 outbreak it may be some time before it can be referred to Members for approval.

"Once agreed, the Supplementary Planning Guidance will frame further future work to be done to develop and agree a master plan for the development and develop a funding and infrastructure investment phasing package to implement this. As the situation clarifies, the Council may need to develop a Business Case in order to seek to secure infrastructure funding via City Region Deal processes."

Borders councillors were told at private meetings in 2018 that the total amount of cash needed to deliver their Tweedbank Masterplan would be some £216 million. The Lowood element would require £106 million, including £10 million to purchase the estate.

Various infrastructure costs linked to future developments at Tweedbank/Lowood were quoted at more than £21 million.

Apart from money in a 'housing pot', the City Deal allocated £15 million for the Central Borders Innovation Park. When details concerning the park emerged in August 2018 senior councillors claimed the project would deliver "hundreds of jobs over many years and add £353 million into the Scottish Borders economy".

However, a progress report posted on the City Deal website in October revealed that due to the Covid pandemic only £116,000 of the £15 million grant had been claimed. The website notes: "Variance due to Covid-19 and the inability to commence construction with the Class 4 building".

Avocet patents up for grabs with more litigation promised

 by DOUGLAS SHEPHERD

Two creditors of insolvent Avocet companies who are owed tens of thousands of pounds for unpaid work are among those about to face counter claims for damages, according to the 'disruptive technology' group's chairman Martin Frost.

With Avocet Natural Capital PLC about to be dissolved without producing any return for investors, Mr Frost also announced today that patents currently owned by subsidiary Avocet IP Ltd. will be "marketed and sold internationally".

But it was the range of litigation pledged by Mr Frost in a new circular to investors and shareholders which caught the eye. A cynical observer remarked: "It is to be hoped that Avocet has the large sums of money needed to feed the army of lawyers needed to carry out its orders".

Here is how Mr Frost outlined the various strands of legal action the business plans to take.

"Orrdone Farms Limited. The Avocet Clearing House Limited (as owner of Orrdone Farms Limited) has received legal advice that the Administrators are (a) guilty of tortious trespass and (b) failed in their common law duties by their refusal to acknowledge Omega Infinite Plc’s debt due by Orrdone Farms Limited..

"English legal proceedings will shortly be instituted against them. Again, following legal advice separate legal recovery and damage proceedings are to be taken against:  Mr. W. Cleghorn of Aver Accountants, Hogg & Thorburn Accountants of Galashiels, Mrs. Aileen Orr, Mr. Sandy Jeffrey and Mr
Neal Thompson".

Mr Jeffrey and Mr Thompson were key players in the early development of Avocet's plans for 'revolutionary' agricultural production and 'cutting edge' alternative fuel manufacture.

However, both men who are highly respected professionals, have already told Not Just Sheep & Rugby how things went badly wrong and none of the ideas touted by Avocet's directors were ever implemented. The two are creditors of the insolvent Orrdone Farms Ltd.; between them they are owed more than £60,000 by that firm which is currently in administration.

Mr Jeffrey, who worked for Avocet for more than two years has a claim for £28,814 against Orrdone. He believes there is little or no chance of getting the cash he is due. Mr Jeffrey also told us he had been awarded 100,000 shares in Omega Infinite - another firm now in the hands of liquidators - after he agreed that his company Sandy Jeffrey Ltd. would work for Mr Frost's Avocet Farms Ltd (now Orrdone Farms, in administration).

But after gaining access to the company's shares register he discovered those shares had been transferred to two other companies linked to Avocet directors. He said: "I took legal advice from a barrister in a bid to get the missing shares back even though I know they're probably worthless".

Reacting to the latest pledge by Mr Frost to take him to court, Mr Jeffrey said: "Threats come thick and fast from Martin Frost and expose an inherent flaw in his character. As one of the many people who have genuinely attempted to assist with the promotion of all good things Avocet from 2015 onwards, it soon became clear that Frost had a hidden agenda.

"Mr Frost's methods draw on unsuspecting support which he then attempts to implicate and litigate against at any sign of objection to his singular masterplan. I welcome any challenge from Martin Frost as exposure of true facts will hasten his downfall and benefit all, including existing shareholders and prospective investors. My moral responsibility to those I encouraged to support Avocet's attributes, so tarnished by Frost's hand, is one of much regret."

Mr Jeffrey claimed: "Between Sandy Jeffrey Ltd and personally I should hold in excess of 750,000 shares which does not include a 10% bonus allocation which Frost refused to issue.

"Unfortunately Frost & Co deprived us of 100,000 Avocet Infinite (Omega) shares which prevented 100,000 Bio Solutions and 150,000 Avocet Natural Capital being issued. This is an ongoing legal dispute parked until we determine whether there is anything left to pursue".

We also contacted Mr Thompson who, together with his company, is a creditor of Orrdone Farms with claims for a combined debt exceeding £33,000.

He said: "I worked for Mr.Frost and Avocet both as a consultant and through my business for several years. Throughout that period I did my absolute best for Avocet and gave Mr. Frost good objective advice irrespective of whether or not he wanted to hear it.

 

"Like the majority of investors I believed in the Avocet fuel concept and, by my standards, invested a substantial amount of my own money in the business. I do not expect to see any of it again. Contrary to Mr. Frost’s previous statement,I did not encourage anyone else to invest.

 

"Mr. Frost has treated the shareholders like fools and I find it quite astonishing that so many people appear to still believe in him. Much of what he has written in recent months has been either totally inappropriate or clearly wrong or both. I have no intention of entering a mud slinging contest but if Mr. Frost wants to sue me then I look forward to seeing him in court."

In today's letter Mr Frost promises that once Avocet's intellectual property is sold "ANC Plc shareholders may expect a good dividend when all ANC Plc creditors are paid.

In a reference to Omega Infinite PLC, the previous parent company in the group which is now in liquidation, Mr Frost says: "Next week a meeting with liquidators, Begbies, is provisionally organized at which meeting arrangements are in hand to pay off all agreed Omega creditors. Ryecrofts [accountants] will be put in funds to complete Omega’s and Orrdone Farm’s audited accounts." 

New shares not for the 'mean spirited'

 by EWAN LAMB

The revelation that Gennfros Ltd., the company set up to replace the 'disruptive technology' Avocet group is 100 per cent owned by the Frost and Jennings families comes just ten days after investors were told neither chairman Martin Frost nor fellow director Dr Bob Jennings would be personal shareholders in Gennfros.

This apparent contradiction has been seized upon by dissident Avocet shareholders, a number of whom have been "blackballed" at the behest of Avocet management and will not be offered a stake in the Gennfros operation.

Mr Frost has circulated the hundreds of Avocet shareholders with an email called A Better Understanding of Gennfros Limited in which he sets out the criteria under which existing investors will be gifted shares. The intention is to dissolve Avocet Natural Capital which, according to Mr Frost, has become 'unworkable'.

He has on numerous occasions expressed his wrath at those who have questioned the "complete lack of progress" and the absence of any cash return for investors six years after the Avocet range of businesses started up despite holding patents said to be worth tens of millions of pounds.

The new email explains: "Gennfros Limited is a private limited liability company currently indirectly jointly owned (100%) by the Jennings and Frost families. The company’s main objective is the development and commercialization of intellectual property. 

"Gennfros Limited’s new company articles will shortly show that the company has an ‘authorized’ share capital of 50 million shares. Again, within Gennfros articles there are stringent provisions for privacy and good husbandry – so please read and understand the new articles before accepting any Gennfros Limited share entitlement option."

Potential investors are also told that because of their idealistic philosophy encompassing natural capital views the Jennings and Frost families are keen to gift others entitlement options to purchase shares in Gennfros Limited. Some of these individuals are current shareholders in Avocet Natural Capital Plc.

The letter says: "So if an ANC Plc shareholder holds 10,000 shares then this holder is likely to be offered an option to acquire 10,000 Gennfros Limited shares, that said if a timely approach to Gennfros (the grantor) is made then this option entitlement for 10,000 Gennfros Limited shares can be split at the grantee’s request amongst his family, friends, and associates (i.e. such as 10 parcels of 1,000) providing the delegated grantee is an agreeable party to Gennfros Limited."

For several months now Mr Frost has claimed wealthy new investors are waiting in the wings, ready to exploit Avocet's 'revolutionary' fuel additive which will, in the chairman's view, render electric vehicles obsolete. But sceptical investors have challenged Mr Frost to name the mystery investors and lay out their proposals for all to see.

According to the latest email: "From new investors, after 17th November, select Gennfros grantees will receive a cash offer for part or all of their option shareholdings. It is expected that the new investors will take 10 million Gennfros shares from grantees while simultaneously purchasing for cash a further four million Gennfros shares – all at the price of £3 per share."

Later today a list of ANC Plc shareholders who have not been 'blackballed' by the company's bosses is expected to be published. 

Mr Frost declares: "Gennfros Limited’s new investors do not wish to be associated with any perceived troublesome ANC Plc shareholders – so not all ANC Plc shareholders will receive an offer of Gennfros Limited shares. Being a private company all Gennfros Limited shareholders are being vetted not only by the Jennings and Frost families but by the new investors – appeal of this process is possible via the arbitration committee,

"Gennfros Limited shareholder should be a person or institution who has a firm belief in natural capital objectives and who is not mean spirited. The new investors are annoyed by recent perceived badness and mischievousness from some existing Avocet shareholders – such shareholders will not be receiving an offer and dependent on the magnitude of the untruth such ANC Plc shareholders or their lackies [sic] are likely to be sued. Note: our new investors are famed in ensuring that the shareholder majority may freely enjoy share ownership, they take badmouthing and pettiness very seriously."

The Avocet Shareholders' Forum has experienced heavy contributor 'traffic' following this latest move to exclude the 'mean spirited' from Gennfros.

One poster wrote: "Martin Frost on October 29th, 2020: '….neither Bob Jennings nor Martin Frost shall be.…personal shareholders of Gennfros Limited.' Martin Frost on November 8th, 2020 "Gennfros Limited is a private limited liability company currently indirectly jointly owned (100%) by the Jennings and Frost families."

And one shareholder who has lost all faith in Avocet commented: "How can any business separate troublesome investors from obedient 'yes men and women' in its dealings? The Gennfros scenario as outlined in the message I received is totally ridiculous and unacceptable under company law".

Borders council unhappy with £380,000 HQ valuation

 EXCLUSIVE by DOUG COLLIE

Scottish Borders Council has lodged more than 20 valuation appeals and has appointed agents to challenge business rate assessments on its local authority properties, including the headquarters building in Newtown St Boswells.

According to a citation list for a hearing of the local Valuation Appeal Committee scheduled for November 18th the council together with other public authorities including Police Scotland, Scottish Courts & Tribunals Service, the Ministry of Defence, Scottish Water, and Borders College have submitted 116 separate appeals after receiving declarations from the regional assessor.

The list includes council offices, leisure centres, swimming pools, police stations, court buildings and even most of the sewage works scattered across the region.

In SBC's case the HQ office complex tops the valuations at £380,000 with Hawick's Teviotdale Leisure Centre on £280,000. Between them the 21 council properties which are the subject of appeals have rateable values of more than £1.8 million. 

The current rate poundage applied to non-domestic properties in Scotland stands at 49.8 pence in the pound with all money collected from business rates ending up in local government coffers. SBC has engaged chartered surveyors D M Hall in a bid to have their valuations reduced.

Council properties listed for the appeal hearing with their proposed valuations are: Outdoor Centre, Grantshouse £8,800; Swimming Pool, Duns £82,700; Swimming Pool, Eyemouth £97,500; Swimming Pool, Galashiels £97,200; Sports Centre, Galashiels £39,300; Bus Station, Galashiels £75,100.

Swimming Pool, Selkirk £71,000; Council HQ, Newtown St. Boswells £380,000; Outdoor Centre, Towford, Jedburgh £2,000; Offices Hawick High Street £100,000; Heritage Centre, Hawick £76,500; Community Centre, Hawick £65,000; Teviotdale Leisure Centre, Hawick £280,000.

ACF Centre, Jedburgh £4,150; Swimming Pool, Jedburgh £66,300; ACF Centre, Kelso £4,800; Swimming Pool. Kelso £72,300; Sports Centre, Peebles £130,000; ACF Centre, Peebles £5,700; Offices, Peebles £28,300; Swimming Pool, Peebles £78,000.

Avison Young, agents for Police Scotland, are involved in valuation appeals for the police stations at Eyemouth £12,400, Coldstream £9,000, Duns £23,700, Galashiels £64,600, Selkirk £16,400, Melrose £18,200, Lauder £8,300, Hawick £142,500, Jedburgh + office £21,250, Kelso £16,900, and Peebles £27,700.

Among other properties included for the November 18th hearing are AFC Centre, Eyemouth (Ministry of Defence) £11,500; Day Centre, Galashiels (Borders College) £35,500; University, Galashiels (Heriot-Watt) £132,500; College, Galashiels (Borders College) £704,000.

Territorial Army Centre, Galashiels (MOD) £47,600; ATC Centre, Galashiels (MOD) £14,000; Sheriff Court, Duns (Scottish Courts & Tribunal Service) £8,300; Sheriff Court, Selkirk £32,800; Crematorium, Melrose (Westerleigh Group Ltd) £44,000.

Office Tweedbank (Scottish Government) £59,700; Offices Tweedbank (Scottish Public Pensions Agency) £245,000; College Newtown St Boswells (Borders College) £27,300; Investigation Centre, Greycrook, St Boswells (Scottish Agricultural College) £37,400.

College, Hawick (Borders College) £67,400; Sheriff Court, Jedburgh (Scottish Courts & Tribunal Service) £43,000; Day Centre, Innerleithen (NHS Borders) £12,900.

A conspiracy theory and 'blackballing' as Avocet implodes

 by EWAN LAMB

Avocet Natural Capital, the £50 million 'disruptive technology' company with its eyes on world domination of the fuel market, has been unable to withstand a 'conspiracy' masterminded single-handedly by a Berwickshire farmer's wife, according to the firm's chairman.

In what has been described as a sensational turn of events, Avocet chief Martin Frost today announced the dissolution of ANC PLC. 

Meanwhile a group of named investors in the Group have been 'blackballed' and will not be receiving gifts of shares in a new company called Gennfros Ltd. A number of those barred have been highly critical of Mr Frost for the lack of any progress in bringing Avocet's 'revolutionary' fuel additive to the market.

In a letter to ANC shareholders today Mr Frost declares: "On Tuesday 3rd November 2020, in accordance with the Articles of Avocet Natural Capital Plc and with regard to the directors fiduciary duty to ANC Plc it was formally decided that ANC Plc should be dissolved and that ANC Plc’s net assets be realized. Then that these funds be returned to ANC Plc shareholders (given Aileen Orr's inspired negations) while ANC Plc still had assets to be realized."

Mrs Orr has been the target for vitriolic verbal attacks by Mr Frost in a series of shareholder letters which appeared to have nothing to do with company business.

According to today's letter from the Avocet chairman: "Central to this decision is the fact that ANC Plc has become unworkable due to the activities of Mrs. Aileen Orr. For some four years, Avocet and its directors have been the target of a conspiracy masterminded by Mrs. Aileen Orr in her guise of a Scottish Government official to deceive and influence. 

"Using her phony position and claims, Aileen built around her an interfacing group of shareholders, lawyers, accountants, police, and crown officers who collectively climbed aboard, cross-fed themselves and compounded her conspiratorial shibboleths."

It is also alleged that Mrs Orr recruited "Avocet outsiders to badmouth via her claimed independent ‘Avocet Shareholders Forum’ and by no less than 50,000 attack emails in 2020 to Avocet executives, shareholders, bankers, professional bodies etc."

But Mrs Orr, who has strenuously denied having any part in setting up the Avocet Shareholders' Forum, told us: "The contents of this email are bizarre and frightening. My concern is that anyone believes it for the safety of my family and indeed myself.” She confirmed that lawyers were 'looking over everything'. 

Although not a director of the fledgling Gennfros, Mr Frost announced earlier this week that like ANC the newcomer (it currently has 50,000 shares) would have 50 million shares. Half of the existing holding is in the hands of Loch Lomond Heritage Ltd., a company controlled by the Frost family.

Mr Frost explained: "The current owners of Gennfros Limited are giving a large percentage of their share entitlement in Gennfros Limited to selected shareholders of Avocet Natural Capital Plc."

However, certain ANC shareholders would be denied an entitlement to Gennfros shares because they had not paid for their holdings in Avocet Infinite, the original parent company which is now in the hands of liquidators.

Mr Frost revealed that over one million shares fall into the Avocet Infinite Plc non-payment category, and in the main relate to unpaid ‘gifts’. At the same time he claimed: "Over 500,000 shares fall in the AFS Ventures Plc non-payment category".

AFS Ventures is another business directed by Mr Frost which has been going through a liquidation process since 2015 following a Declaration of Solvency made by management at the time liquidator Eric Walls was appointed.

But Not Just Sheep & Rugby has been contacted by a party who told us only 50,000 shares were ever issued in AFS Ventures. Our contact asked: "Where the hell have the other 450,000 shares in AFS come from?"

Today's letter states: "Gennfros Limited has decided not to offer a share entitlement to Mrs. Aileen Orr, and many members of her long family. Again, as a result of the above - ‘blackballs’ are received against the following: the Jeffrey family, the Munro family, the Walker family, the Christie family, etc – all of which are referred to the Gennfros Limited adjudication committee."

A number of shareholders in ANC say they believe the dissolution of that company will be handled by an insolvency practitioner. 

One investor commented: "The business faces its third major restructuring in little more than a year yet six years after the original company was incorporated there is absolutely no sign of it about to trade its products on the global markets. 

"I'm afraid Mr Frost's recent talk of wealthy investors coming on board is being regarded with extreme scepticism by many of us. I would challenge Avocet's management to identify their mysterious sugar daddy who apparently has more cash than the total monetary power of Scotland".

Borders advice service thrives despite council funding squeeze

SPECIAL FEATURE 

When it was signed in 2012, a £225,000 contract awarded by Scottish Borders Council to a regional consortium of Citizen's Advice Bureaux (CABs) for the provision of money, welfare and advisory services across the region was hailed as the key to protecting the needs of the most vulnerable.

But while the workloads of the three local bureaux have been burdened by the UK Government's reviled Universal Credit system of welfare benefits, increasing levels of poverty and a spike in personal debt cases, the dedicated teams of trained volunteers and paid staff who deliver the service have had to cope with a 7% cut in core funding from the council.

The recently published annual reports of the CABs covering Roxburgh & Berwickshire, Central Borders and Peebles and District show the level of involvement each bureau has with the communities which rely on them. And the difficult financial settlement imposed by SBC - the current annual sum given to the consortium of charities is just £209,000 -  features in the latest document to be published on the Companies House website.

In the annual report and accounts for 2019/20 Central Borders CAB chair Lucy O'Leary writes: "Our core funding from Scottish Borders Council continued to be provided on the basis of an extension to an outdated contract,

"Together with our sister bureaux in Peebles and Roxburgh & Berwickshire we have been pressing the council as a matter of urgency to develop a new contractual relationship which would deliver sustainable core funding to meet the growing demand for our services. However as yet progress towards this has been slow.

"Without a solid core in place we cannot attract the additional funding we need to run specific projects. We remain hopeful that we can at least agree new terms with SBC in the coming year. We continue to see the demand for our services growing and the needs of our clients becoming more complex".

The annual sums from council to the consortium stood at £228,150 in 2017/18, then fell by £9,000 to £219,150 during the following financial year. The £209,250 grant for 2019/20 has continued unchanged into 2020/21. The current arrangements are due to run out in March 2021.

In their report for the 2019/20 financial year Central Borders CAB indicate their opening hours had been cut from 27 to 24 hours per week. But now, as a result of Covid-19, all three bureaux are working remotely and are not meeting clients face to face.

In Central Borders the Galashiels-based CAB helped 1,830 clients and dealt with 6,893 issues. The top five categories were social security 2,830 issues; debt 1,004; employment 395; housing 322; and referral to food banks 239. Clients received a reported financial gain of £1,613,296 as a result of advice given by the bureau, 75% of which was connected to social security entitlements."

The annual report also says: "This year we submitted 239 social policy reports to Citizens Advice Scotland (CAS) on a variety of issues. Main ones continue to be around Universal Credit payments, disability applications and appeal procedures, lack of awareness/support for clients with mental health issues and growing issues around employment processes".

An equivalent report from Roxburgh & Berwickshire CAB shows their staff and volunteers had 7,091 contacts with clients (up from 6,964 the previous year) with a total of 17,100 issues (14,620). The bureau achieved financial gains for clients totalling £1,177,588 and dealt with 66 new debt cases with total debt involved £1,004,597.

Meanwhile Peebles & District CAB reported 2,139 client contacts (1,868) and handled 5,573 issues (5,165). Financial gains totalling £321,031 (£264,838) were achieved.

The bureau experienced a more than 100% increase in debt cases over the space of two financial years - up from 65 in 2018/19 to 134 last year. The total debt involved ran to £620,271 (£258,152).

According to one CAB activist in the Borders: "I cannot imagine the value of any contract agreed between SBC and a private company reducing in monetary value over the space of eight years. It is a tribute to all three bureau teams that they have achieved and are continuing to achieve so much for the most vulnerable members of society despite the outdated core funding arrangements".