Second 'revolutionary' farm business suffers financial meltdown

EXCLUSIVE by EWAN LAMB

A Borders-based agri-business with 650 shareholders which attracted national media coverage for its 'groundbreaking' plans for crop growing and green fuel production has had liquidators appointed by the UK Government.

The insolvency of Omega Infinite PLC (formerly Avocet Infinite) follows hard on the heels of the financial crash experienced by a sister company, Orrdone Farms Ltd. where administrators are investigating the company's affairs. It has been estimated Orrdone Farms has debts of some £3.8 million.

As Not Just Sheep & Rugby reported exclusively in March the joint administrators who have taken over control of Orrdone Farms plan to sell off two Berwickshire farms which were earmarked as the locations for a 'fascinating' model "using disruptive technology to change the face of modern farming".

An official notice published today (Friday) confirms that Ashleigh Fletcher and Joanne Hammond, of insolvency practitioners Begbies Traynor, based in Sheffield, were appointed joint liquidators of Omega Infinite on April 28th. The notice adds that the appointment was made by 'the Secretary of State'.

Omega Infinite has featured on a number of occasions in articles published online by Parliamentary Review.The publication reported in one extremely upbeat article how Avocet, as it then was, had grown its share capital from £50,000 to £17 million in £1 shares in the space of four years.

As we reported in March, the "new and innovative techniques" being pioneered by Omega (Avocet)'s directors Martin Frost and Bob Jennings...both are also directors of Orrdone Farms ...were highly praised as recently as 2018 by Councillor Mark Rowley, Scottish Borders Council's executive member for business and economic development. Mr Rowley told The Berwickshire News after a site visit in October of that year: "The model is fascinating, I hope it will bring significant investment and employment to the Borders."

The various companies involved in the farm businesses are registered in Berwick-on-Tweed. But their activities were centred on Sunwick and Harcarse Hill farms in Berwickshire which the Orrdone Farms administrators hope to sell. They were appointed by an agricultural lending firm owed £3.2 million.

One of Mr Frost and Mr Jennings's ambitious proposals was to house herds of Piedmontese cattle in 'cow palaces' with the animals' excrement being converted into green fuel to power vehicles.

The Orrdone Farms administrators' state in their initial report: "In our discussions both with Mr Frost and the company secretary, we were informed that Orrdone Farms Limited had ceased to trade at the end of May 2019 and that it no longer owned any trading assets (including livestock), or had any employees. Invoices later provided to us showed that all of the Company's trading assets and livestock were sold to Avocet Infinite plc (now Omega Infinite plc) on 1 June 2019." 

The document shows the joint administrators have asked the directors of Orrdone on seven separate occasions for the company's estimated financial position, but a so-called Statement of Affairs had yet to be produced .

Adds the administration report: "We have been provided with two invoices dated 1 June 2019 in the name of Avocet Agriculture Limited (now Orrdone Farms Limited) relating to the sale of all trading assets including farm equipment and livestock to a connected company, Avocet (now Omega) Infinite plc.

"We have not been provided with any evidence that these invoices have been paid, nor has the Company accounted to HM Revenue Customs for the output tax due. UK ALL [the lenders] had not been made aware of the sale of these assets which were largely covered by their debenture. In addition, we understand that some of the farm equipment and vehicles may have been subject to other finance agreements terms."

Lowood's former owner dies in Jamaica

by DOUGLAS SHEPHERD

The businessman and landowner who received £9.6 million from Scottish Borders Council (SBC) in November 2018 after agreeing to sell his country estate near Melrose for development has died in Jamaica, aged 87.

Alexander Vereker Hamilton, whose mother Constance waged a bitter battle with Roxburgh County Council during the 1960s in a bid to prevent compulsory purchase of a chunk of Lowood Estate, is survived by his wife Erica whom he married at Bowden Kirk in the Borders in 2009. He also had three children by his first wife Sarah who predeceased him.

The multi-million pound deal which allowed SBC to acquire the remaining 110 acres of Lowood to facilitate the building of hundreds of houses brought strong criticism. The critics renewed their onslaught when it was revealed the £9.6 million had been deposited with two Cayman Islands-based companies, Lowood Estates Ltd and Genesis Trust and Corporate Services. And the council relied on legal advice from a firm of lawyers based in the faraway tax haven.

A confidential report presented to elected councillors at SBC on March 29th 2018 set out the terms and conditions drawn up by the local authority's representatives and agents acting for Mr and Mrs Hamilton.

Under the terms of sale Mr Hamilton was to be granted lifetime occupation of Lowood House and nearby Spruce Cottage, home of the family's gardener.

The report stated: "Mrs Hamilton and the estate gardener to be given an additional maximum period of 24 months occupancy of Lowood House and Spruce Cottage following the death of Mr Hamilton."

The price agreed with the Hamiltons' agent was given in the report as £9.750 million with the council to pay the seller's legal and professional costs.

Yet only about a year earlier when the Border Telegraph revealed the council had its eyes on Lowood as a key site for economic and residential growth in the Central Borders, Mrs Erica Hamilton told Telegraph journalist Andrew Keddie: 

·     

 F   "For a negotiated sale to take place, there has to be a willing buyer and a willing seller, but I can assure you we will not be negotiating with anyone.

·       “Lowood is not for sale and should any attempt be made at compulsory purchase, it is not a venture   which will be met with success. Legislation has altered considerably, thank goodness.”

·         

S    She claimed news of the council’s decision had caused “distress and embarrassment” to her family and said she had been contacted by tenants who were “seriously worried” about their tenure and their future.

After the transaction was completed SBC was forced to provide figures of the additional costs they had incurred as a result of the Lowood acquisition. The final bill was in the region of £11 million.

Costs to be met by local taxpayers on top of the £9.6 million price tag included legal fees £72,000; surveyors' fees £80,900; VAT on fees £30,000; land and buildings transaction tax £422,000; valuation reports £16,000 and £780,000 for the cost of borrowing.

Last year Mrs Hamilton was a leading player in a protest campaign which tried to prevent the siting of a dolphin attraction in Discovery Bay, Jamaica.

According to reports in Jamaican media the objectors claim that Discovery Bay is a fish sanctuary and excrement from dolphins will not be quickly washed out into the open sea, posing a health threat to swimmers and the marine environment.

Mrs Erica Hamilton has been named as a defendant in a defamation action raised in the Jamaican courts by the operators of the dolphin attraction.

The press reports say Guardsman Hospitality, which operates the Puerto Seco beach park, retained the services of a team of attorneys to sue Ms Lee Arbouin and Mrs Hamilton citing loss of revenue and damage to its reputation due to the spread of  "libellous information".

 According to the court documents, Guardsman is seeking among other things, aggravated damages, special damages in the sum of $1.9 million and an injunction restraining the protest committee and its agents 'from publishing or causing to be published further defamatory words'.

 

Bear returns to Borders roads

by DOUG COLLIE

The responsibility for the management and maintenance of trunk roads in the Scottish Borders and the rest of the south-eastern region will be transferred from Amey PLC to Bear Scotland Ltd. later this year following the award of a £720 million contract.

Bear had responsibility for the trunk road network in this sector until 2014 when Amey lodged a successful bid for the Scottish Government contract. Meanwhile Bear concentrated operations on the main arteries in North-west and North-east Scotland.

This week's confirmation of the new eight-year deals means Amey will look after roads in the South-west division, their deal being worth £690 million.

The South-east sector takes in 550 miles of road, including highways in Lothian and Borders. Bear will maintain and repair the Edinburgh by-pass and a styretch of the M8 motorway.

Other routes covered by the Scottish roads set-up are the A1 from Edinburgh to the national boundary just north of Berwick-on-Tweed, the A68 from Edinburgh to Carter BAr, south of Jedburgh, the A7 from Galashiels south to the border with Cumbria, the A702 from Edinburgh to Abingdon and the short stretch of the A6091 from Kingsknowes Roundabout, Galashiels to Ravenswood Roundabout, Melrose.

According to its last published accounts (for 2018) Bear Scotland's profits from operating the North-west and North-east sectors fell from £3 million in 2017 to £2.2 million the following year.

Profits were affected by high winter maintenance costs and high salt usage, the company having to cope with the fearsome "Beast from the East"

"This caused a deterioration of the condition of road surfaces resulting in unprecedented levels of third party claims and repairs", the company said.

At that time Bear had a workforce of 567 including 301 operational staff and 266 administrative employees.

The handover from Amey to Bear is scheduled for August of this year.

Jedburgh's three-penny drama!

EWAN LAMB recalls a "Remarkable Scotch Trial" involving six potentially suspect half pennies

Back in the 1780s, with George the Third on the British throne, gangs of counterfeiters were forging massive quantities of fake copper coins, causing mayhem for the nation's shopkeepers and traders and posing difficulties for the Royal Mint.

The number of dud half-pennies had become so large that during the three years prior to 1785 many individuals declined to handle or use that particular denomination of 'coin of His Majesty'.

In the Scottish Borders town of Jedburgh and elsewhere groups of businessmen formed illegal associations to "refuse without distinction all half-pennies".

What happened next would lead to a series of court cases culminating in a judgement by Scotland's Court of Session, all over the princely sum of threepence [in old money].

This version of the saga relies on a contemporary account in The Gentleman's Magazine, a London-based publication which headlined their article 'A Remarkable Scotch Trial'.

After Jedburgh's traders formed their ha'penny boycotting association an individual called John Hall, described as the tackman of the tollbar at Newton, entered the shop of John Billerwell who also happened to be the royal burgh's Dean of Guild - head of the local merchants' corporation and a magistrate of sorts.

Hall tried to buy some tobacco from Billerwell for which he offered six of those extremely controversial half pennies, all bearing the image of George III.

According to the magazine: "The shopkeeper knocked the coins out of Hall's hand, and then took them from the floor, and returned them to Hall with a good deal of abusive language, saying he would have nothing to do with half-pence of the present reign, and took back his tobacco".

John Hall was not a happy man. With the assistance of the local Procurator Fiscal he promoted an action against Billerwell for damages and expenses.

The sheriff decided the defendant [Billerwell], as keeper of a public shop, "was bound to deliver the tobacco demanded; to accept in payment the true coin of George III; and that the refusal was therefore illegal".

Billerwell was found liable for one penny in damages together with the full costs of the case. But this was just the beginning of a somewhat sensational journey through the legal process,

The Gentleman's Magazine takes up the story:

"The matter was referred to the Court of Session where the Lord Ordinary ordered the half pence offered in payment to be submitted to assay makers in Edinburgh to see if they were genuine.Their report concluded they could not say if they were real or counterfeit.

"The coins were then sent to the Mint in London for inspection and a report which said 'The said half pence are not without suspicion though we believe them to be good. They had lost the nicer marks by which the question might be determined with certainty.

"In consulting with the assay makers, gravers and other money makers of that office, they had good reason to believe the six coins were genuine".

The report persuaded the court to assoilzie (acquit) Billerwell with expenses due to neither of the parties.

The submission of a further challenge resulted in the extraordinary case being placed before the 'whole Lords'.

"Billerwell claimed in evidence that no-one was bound to dispense of his goods until he was perfectly satisfied with what he received in return.

"The Court of Session took up the cause of the illegal association and were pleased to adhere to the Lord Ordinary's decision so far as John Hall, the private petitioner was concerned. But they found the combination entered into by Billerwell, not to receive in payment the copper coins of his present Majesty, was improper and illegal.

"They fined him £5 sterling to the poor of the parish of Jedburgh, and found him liable for expenses as decided by the Procurator Fiscal (£16 sterling). Billerwell petitioned against this decision, but the court refused the same and adhered to their decision".

So, in the end, Billerwell paid a heavy price for what started out as a dispute over a trifling sum of money. The £5 donation to the paupers of Jedburgh equated to £791 in 2019 values, according to the Bank of England inflation calculator. And by the same measure the costs of £16 equal £2,531 in today's money.

Next time a shopkeeper in England's deep south holds your Scottish banknote up to the light before rejecting it, a trip to the nearest prosecuter's office might be the answer!

Tory political survey sparks social media storm

by OUR FURLOUGHED POLITICAL EDITOR

A Borders Tory Parliamentarian's decision to send constituents a survey form asking whether they were satisfied with the service from local hospitals and the NHS as the Covid-19 pandemic rages has been condemned as "crass" and "fishing for moans" on social media.

Rachael Hamilton, Conservative MSP for Ettrick, Roxburgh & Berwickshire, circulated her so-called Parliamentary Report 2019-2020 to thousands of households last week.

The publication, the cost of which was met from Scottish Parliament resources, includes a full page survey form including the following question: "In your opinion, what should the Scottish Government's number one priority be?"

Her constituents, and others who received the pamphlet (apparently at least one document found its way to Aberdeen) are also asked: "Are you satisfied with the service from local hospitals and the NHS?" and "Are you satisfied with current GP provision in your area?"

Other survey sections cover satisfaction ratings with local schools and whether the budget supplied to Police Scotland by the Scottish Government is adequate.

The small print at the foot of the survey page page declares: "The personal data provided in this survey is to inform my parliamentary work and will not be shared with third parties including campaign or political organisations".

But the circulation of Mrs Hamilton's survey via Royal Mail at such a sensitive time appears to have sparked fury, as The Daily Mail might say in such circumstances.

Jim Ramage asked in a Facebook post: "Is it just me or do others find the, recently delivered, survey from Rachael Hamilton : a) a piece of opportunistic nonsense: b) a waste of money: c) glibly endangering of our Postie.

"Surely questions need to be asked regarding this piece of political theatre, at a time when we are supposed to be working together for the greater good."

According to another of the posts on social media: "Poorly timed, looking for a stick to beat the government with, putting a strain on the postal service, putting postal workers further at risk."

While another contributor wrote: "Talk about inappropriate timing! To be honest I think the answers she gets will convey that!" while another poster claimed: "Fishing for moans. Not helpful at all just now."

Gail Henry, former SNP candidate for Ettrick, Roxburgh & Berwickshire, who stood against Mrs Hamilton at a 2017 by-election explained in her Facebook post: "She will have booked her slot long before the lockdown as it takes many, many weeks to get these things ready. But you do think her staff should have postponed once we all saw what was coming."

And Mr Ramage added: "Whilst these things require a fairly long lead time, they can be postponed/ cancelled at a moment's notice. Problem with the latter is that it requires an understanding and degree of empathy with the problems it causes, particularly for posties."

On a lighter note one poster declared: "Goodness me. I didn't even bother to look at it - went straight from the doormat into the recycling, after which I washed my hands, singing one verse plus chorus of A' Bhainis a bha 'n Ciostal Odhar."

Covid-19 threatens "cash poor" pioneering farm business

by DOUG COLLIE

The deadly Coronavirus may be about to dash the development plans of a 'revolutionary' Borders-based farm business which was already facing insolvency before the bug hit the UK, according to one of its directors.

Omega Infinite PLC (formerly Avocet Infinitive) has already been the subject of a winding up petition in the High Court, lodged in November 2019 by lawyers representing a creditor.

And last month administrators for sister company Orrdone Farms Ltd revealed in a report: "We were informed by Mr Martin Frost [a director of both firms] that an application had been made to Court to place Omega Infinite plc into Administration.

"An application for an Administration Order through the Court places a temporary moratorium on all legal actions against the Company so it will be necessary for the Joint Administrators to await the outcome of the hearing  before this matter can proceed further."

But an article published today (Monday) by the UK Parliamentary Review carries extensive comments from Mr Frost's fellow director James Jennings outlining the impact Covid-19 is having on the business, still called Avocet Infinite by the Review author despite a change to Omega several months ago.

The story looks at the effect the virus is having on the agriculture and energy sectors.

Mr Jennings, described as Principal Director of sustainable food and fuel producer Avocet Infinite, is quoted as saying the firm was faced with "stagnation of uncertain duration".

He went on:"Our business model is the generation of further IP in the areas of hydroponic systems for fodder, specialist cattle breeding to produce healthy beef, anaerobic digestion to produce methane (which is converted to methanol) and the production of a cetane enhancer that allows methanol to performer efficiently in a diesel engine without generating emissions".

And according to Jennings: " "The company is very asset rich, but cash poor. Our day-to-day running costs can be very problematic.

"We only employ a few people, directly or indirectly, but while that is difficult at present, it is not the major issue. Our biggest problem is that we sell franchises and IP to potential partners. To demonstrate the power of our technologies, we need to construct demonstration units and meet people -- clients and key, relevant businesses."

"While this is a big problem for us in the UK, our most lucrative opportunities come from overseas.

Of course, initial discussions can be carried out by phone or video call, but the real business can only be done face to face. This, given the suspension of flights and social distancing measures at present, is simply not possible.The consequence is that we are faced with a stagnation of uncertain duration before we can move forward again."

As Not Just Sheep & Rugby reported recently, the administrator for Orrdone Farms plans to sell three farms in the Scottish Borders where much of Omega Infinite's operations is believed to have been based. Her report showed Orrdone owed an agricultural finance company over £3 million while other claims by the firm's creditors exceeded £600,000.

'Revolutionary' farm businesses face insolvency

EXCLUSIVE by EWAN LAMB

The joint administrators who have taken over control of a high profile Borders agricultural company are set to sell off two Berwickshire farms which were earmarked as the locations for a 'fascinating' model "using disruptive technology to change the face of modern farming".

The insolvency of Orrdone Farms Ltd which owns Sunwick Farm, near Berwick-on-Tweed and Harcarse Hill Farm, close to Duns, has been followed by the revelation that a sister company called Omega Infinite (formerly known as Avocet Infinite) is also heading for administration, according to one of its directors who also helped set up and run Orrdone.

Omega Infinite has featured on several occasions in articles published online by Parliamentary Review which is chaired jointly by two former UK Government ministers, Lord (David) Blunkett and Lord (Eric) Pickles. The publication reported in one glowing feature how Avocet, as it then was, had grown its share capital from £50,000 to £17 million in £1 shares in the space of four years.

And the "new and innovative techniques" being pioneered by Omega (Avocet)'s directors Martin Frost and James Jennings...both are also directors of Orrdone Farms...were highly praised as recently as 2018 by Councillor Mark Rowley, Scottish Borders Council's executive member for business and economic development. Mr Rowley told The Berwickshire News after a site visit in October of that year: "The model is fascinating, I hope it will bring significant investment and employment to the Borders."

One of Mr Frost and Mr Jennings's ambitious proposals was to house herds of Piemontese cattle in 'cow palaces' with the animals' excrement being converted into green fuel to power vehicles.

The woes facing Orrdone Farms are graphically presented in a so-called Notice of Administrator's Proposals which has been posted on the Companies House website.

Jeanette Brown, of Dodd & Co, Carlisle, and Emma Porter, of Aver, chartered accountants, Edinburgh, were appointed joint receivers in January. They were called in by Ordonne's major creditor UK Agricultural Lending Ltd (UKALL) who are due more than £3 million from Orrdone. The trading activities for Orrdone are listed as "cereal growing, raising of cattle and buffaloes, mixed farming".

According to the administrators: "The directors have not cooperated with our requests for information and only limited books and records have been provided. Readers of this document should therefore be aware that some of the information contained within the proposals has had limited verification due to the lack of director cooperation and records supplied, and is therefore by necessity based on our initial investigations."

The administrators explain that in or around September 2016 the Company entered into a contract to purchase farms owned by Hamilton Orr Ltd held under two titles in the Scottish Borders namely, Harcarse Hill Farm and Sunwick Farm, including part of Greenwood Farm. 

In September 2016 a loan of £3.25 million from UK ALL was secured. The loan provided was for a period of 30 months and due for repayment in March 2019.

"The Joint Administrators understand that, following extensive discussions between one of the directors of Orrdone Farms Limited, Mr Martin Frost, UK ALL received no repayment and considered that no repayment was likely. Therefore UK ALL determined that the only course of action available was to formally call up the loan and seek the appointment of Administrators", the report says. 

Administrators also report: "Mr Martin Frost, as director of Orrdone Farms Limited had commenced proceedings in Jedburgh Sheriff Court for the removal of the Orr family from Sunwick Farm during which Sunwick Farm became the subject of an Action of Reduction and an Interim Interdict dated 20 January 2020 against Orrdone Farms Limited."

And another section of the report reveals: "In our discussions both with Mr Frost and the company secretary, we were informed that Orrdone Farms Limited had ceased to trade at the end of May 2019 and that it no longer owned any trading assets (including livestock), or had any employees. Invoices later provided to us showed that all of the Company's trading assets and livestock were sold to Avocet Infinite plc (now Omega Infinite plc) on 1 June 2019."

The joint administrators go on to state: " We were also informed by Mr Frost that "Avocet" had a licence to occupy the site at Harcarse Hill under the terms of a lease. No written lease has been provided to the Joint Administrators, and the secured lenders (UKALL) have confirmed that they had no prior knowledge of the existence of such an arrangement.

"It is considered that, subject to a legal review of any documentation supplied, any lease is unlikely to be valid. As previously mentioned, we have been provided with limited financial information by the directors, which also meant that we had no up to date list of the Company's creditors. As we are required to contact creditors of the Company as soon as is reasonably practicable after the date of our appointment, it was necessary to compile a list of names and addresses from historical invoices provided to us to ensure that we complied with this requirement."

And the report continues: "Action has been taken to physically secure the premises at Harcarse Hill as part of the valuation process.The Company is recorded at the Scottish Land Register as owning Sunwick Farms, part of Greenwood Farm [near Grantshouse] and Harcarse Hill Farm. There are a number of allegations and assertions regarding the ownership of these properties and the existence of leases, which are currently being investigated."

The document shows the joint administrators have asked the directors of Orrdone on seven separate occasions for the company's estimated financial position, but a so-called Statement of Affairs had yet to be produced .

According to the report: "In addition, we have not been provided with any up to date accounts of the Company, and whilst we have limited temporary access to the Company's accounting system on a "read only" basis, these records are clearly not up to date. The last transaction date posted on the accounting system is 17 October 2019 and there is no reconciliation of the opening position with the Company's last audited accounts as at 29 December 2017."

The report says Harcarse Hill Farm has a draft valuation of £1,195, million while Sunwick, including land at Greenwood has been valued at £2.785 million.

Adds the administration report: "We have been provided with two invoices dated 1 June 2019 in the name of Avocet Agriculture Limited (now Orrdone Farms Limited) relating to the sale of all trading assets including farm equipment and livestock to a connected company, Avocet (now Omega) Infinite plc.

"We have not been provided with any evidence that these invoices have been paid, nor has the Company accounted to HM Revenue Customs for the output tax due. UK ALL had not been made aware of the sale of these assets which were largely covered by their debenture. In addition, we understand that some of the farm equipment and vehicles may have been subject to other finance agreements terms."

In a section of the document which refers to Orrdone's sister company Omega Infinite it is stated: "In respect of Omega Infinite plc, we were aware that a winding up petition had been lodged in the High Court in London on 20 November 2019 with a hearing date set for 15 January 2020 adjourned to 4 March. A winding up petition in force does not prevent the service of a statutory demand.

"On 3 March 2020 however, we were informed by Mr Frost that an application had been made to Court on 11 February 2020 to place the Omega Infinite plc into Administration. The Administration hearing was adjourned to 20 March 2020. An application for an Administration Order through the Court places a temporary moratorium on all legal actions against the Company so it will be necessary for the Joint Administrators to awaiting the outcome of the hearing on 20 March before this matter can proceed further."

The report on the administration of Orrdone also includes a list of other creditors with total claims of more than £600,000.

Named creditors include Forestry & Land Scotland (£201,000), HMRC (£165,000) and The British Piemontese Cattle Society (£1,800).