Globetrotting company failed to pay its auditors

by EWAN LAMB

The 'new' member of the Avocet Group of companies which promoted itself at several high profile events last year, including visits to Abu Dhabi and Switzerland, has failed to pay the professional fees of its auditors who have resigned.

As we reported recently, Borders-based Avocet Natural Capital, some of whose stable mates have become insolvent in recent weeks, was formed to 'protect' intellectual property, including patents for a 'revolutionary' fuel additive and game changing new methods of agricultural production.

The assets along with the interests of 650 shareholders and investors were previously vested in Avocet Infinite plc. But that company, now called Omega Infinite, is in the process of being liquidated.

Although those with a stake in the much vaunted processes have been led to believe their shares have jumped in value by 50% following the switch to Avocet Natural Capital (ANC), at least some are becoming increasingly concerned as to the whereabouts of their cash.

However, a legal expert who read our previous story about ANC commented: "With regard to the suggestion from those quoted in the article that minority shareholders do not have a remedy, I am not so sure that is the case. They should definitely seek legal advice and, if so advised, get this before the courts as soon as possible. The courts can order various things to be done which may protect the minority interests".

Now comes news that ANC's auditors have quit after the firm failed to pay "long overdue professional fees"

In a letter to ANC's directors dated May 13th, a copy of which has been published on the Companies House website, Newcastle-based chartered accountants Ryecroft Glenton confirm their resignation.

Ryecroft Glenton write: "In accordance with the requirements of Section 516 of the Companies Act 2006 we formally resign as auditors with effect from 12th May, 2020.

"We consider the following reasons and matters connected with our ceasing to hold office should be brought to the attention of the shareholders and creditors: Having considered the FRC Revised Ethical Standard 2019, long overdue fees for professional services threaten the objectivity of the firm to such an extent that the firm's independence is compromised".

As we have also reported, Ryecroft Glenton previously acted as auditors to Orrdone Farms Ltd., a subsidiary of Avocet Infinite which is now in administration. A report by Orrdone Farms' joint administrators lists Ryecroft Glenton as a creditor.

Only last June ANC sent a three-man team to a United Nations conference on Trade & Development in Geneva. The company participated in a panel debate during session five at the conference which bore the title "Growing inclusive entrepreneurial ecosystems in the digital world."

Post conference papers on session five report: "The panel was composed of representatives of the following entities: Avocet Natural Capital, United Kingdom; Council of Ethnic Minority Voluntary Sector Organizations Scotland, United Kingdom; European Organization for Nuclear Research (CERN), Switzerland; Foundation for Armenian Science and Technology, Armenia; Fondetec, Switzerland; Kubinga, Angola; The Great Village, France; and University of Hertfordshire, United Kingdom.

The ANC delegation spokesman claimed that an inclusive and sustainable business model could address the major sustainability issues facing the world by introducing a circular agricultural economy.

"The organization he represented advocated sustainable agriculture, renewable energy and green fuel. By developing a more circular approach to agriculture and energy, the organization helped enable farmers to generate a profit sustainably", adds the report.

Prior to the Geneva event the company was represented at the World Biogas EXPO 2018 at the National Exhibition Centre, Birmingham.

And in January 2019 ANC shared a stand with two alternative energy firms at the World Future Energy Summit in Abu Dhabi. The summit attracted 33,500 attendees from 170 countries and featured 800 companies and brands from 40 nations. Some 13 billion dollars worth of projects were announced on site.

Avocet shareholders ask "where is our cash?"

by DOUG COLLIE

A number of shareholders with stakes in the insolvent Avocet Infinite business claim they have not been able to access company accounts and other corporate information, and are demanding to know the whereabouts of the Group's "missing millions".

Although the 'ground breaking' high profile concern now known as Omega Infinite is in the hands of liquidators and the Official Receiver, investors have been told by the company's leading director Martin Frost via an interview with The Sunday Times that their shares are now worth 50% more than before.

That is apparently because the Avocet Infinite 'assets' including intellectual property have been protected by being switched to a different firm called Avocet Natural Capital. Mr Frost and his fellow directors own the patents for Avocet, an additive which he has asserted would revolutionise fuel production.

The Borders-based group also promised to change the face of agricultural systems by using 'disruptive technology' on three Berwickshire farms. However, Avocet subsidiary Orrdone Farms is currently being investigated by joint administrators appointed by a financial business said to be owed more than £3 million. Other creditors have so far filed claims totalling in excess of £650,000.

As the affairs of Avocet Infinite concentrate the minds of liquidators Begbies Traynor,  many of the 650 shareholders - between them believed to have paid £14 million into the business - who thought the 'green' fuel additive was likely to be a winner are becoming increasingly angry and frustrated by what has taken place over recent months.

Under the Avocet Infinite set-up no single shareholder was allowed to own more than 10% of the business. But there are no such limits in the case of Avocet Natural Capital (ANC).

Mr Frost holds a massive 13,960,765 shares in ANC giving him outright control. In addition one of his other businesses, Loch Lomond Heritage has 1,455,000 shares and an organisation called Avocet Natural Foundation Holdings 3,458,198.

All of that means individual shareholders, some of whom invested sums of up to £1 million and more when Avocet Infinite was in its infancy, say they are powerless to take action against the 'new' company.

To compound matters, the 2018 annual accounts for Avocet Natural Capital are long overdue. They should have been lodged with Companies House in December last year. The failure to meet that deadline constitutes a contravention of business rules. According to the last available set of accounts the controlling party of Avocet Natural Capital was Avocet Infinite.

On 3rd March this year the Registrar of Companies gave notice that "unless cause is shown to the contrary" Avocet Natural Capital would be struck off the register and dissolved. However, on 18th March the Registrar intimated that the striking off action had been discontinued.

One investor told Not Just Sheep & Rugby: "I liked the story behind the fuel additive and put my money in, perhaps foolishly and without due diligence. The people I know who became shareholders are a very respectable group. But they have been treated very badly. It is Mr Frost who takes all the decisions".

The shareholder who spoke to us claimed there were no up-to-date company accounts and no access to corporate records, adding: "Avocet Natural Capital is just part of a veritable web of companies set up by Mr Frost, and no-one can get to the bottom of it all".

We were also told: "No-one can sell their shares for this is a private company. So where has the money gone? The directors of Avocet Infinite has never given shareholders an explanation. When are the shares going to be traded? That’s what shareholders want to know." 

Sources are asking whether company law has been breached, but given the total lack of available paperwork that question remains unanswered for now. There are also tales of employees not being paid and of suppliers being left out of pocket.

"The bottom line is we are powerless to act", said the investor. "As far as I'm aware Avocet Infinite or Omega Infinite as it's now called did not produce any of the well publicised fuel additive. It is believed some kind of manufacturing contract was being arranged with a major player but nothing seems to have come of that".

Asked whether they had seen the series of extremely up-beat articles about Avocet Infinite in The Parliamentary Review - a publication chaired by former UK Government ministers Lord David Blunkett and Lord Eric Pickles but apparently not linked to Parliament - the investor replied "Yes and I certainly believed Parliamentary Review had a direct connection with Westminster. That impression was certainly given".

Another shareholder who contacted Not Just Sheep & Rugby was equally scathing in his angry condemnation of the Avocet Infinite operation.

This time we were told: "There has been a continual blame game – problems are always the fault of everyone else. There has even been excuses based around Covid-19. 

"The reason so many people have put money into Avocet is because the concept is actually right. Many bright people have invested  because they believed the fuel additive has been both proven and patented. It is a travesty that the directors of Avocet Infinite have got their hands on it. I am furious.

"So the shares in Avocet Infinite have been transferred to Avocet Natural Capital and each shareholder now has 50% more shares. But what is 50% of nothing? More shares simply means more paper. It's meaningless. There are no accounts and no corporate information for these Avocet companies after 2017, and even that was questionable.

"And without corporate information it is difficult to take action to try to find out what might have happened. Ironically the fuel additive product would still work, it is a proven concept.

"The transfer of the shares from Avocet Infinite to Avocet Natural Capital may have been quite legal and above board, but as I say no-one has seen the paperwork. It is a sorry, sorry mess. Shareholders have had no information about developments which resulted in Avocet Infinite’s insolvency. Those who attended a so-called annual general meeting last November were told the business was going to pay off all creditors. But that statement was patently false."

All part of life's rich tapestry....

by EWAN LAMB

The various stakeholders in the £6.8 million Great Tapestry of Scotland gallery in Galashiels - it is due to open next spring a year behind schedule - will be hoping more than most that Covid-19 beats a hasty retreat from the Scottish Borders.

Critics have already expressed doubts that the costly project can attract sufficient numbers of 'customers' to make the visitor centre, housed partly in the town's old post office building, financially viable. The centre will play host to 160 panels depicting Scotland's history. They were produced by a thousand volunteer stitchers.

Indeed two separate financial assessments - one by a firm of consultants commissioned by Scottish Borders Council, the other carried out by the museum's managers-to-be the Live Borders Trust - came to vastly different conclusions as to the profit or loss likely to be recorded in the first five years.

Jura Consultants told the local authority, which has agreed to under-write any shortfalls in revenue as well as taking on annual loan charges of £208,000 to pay off their capital contribution of £3.5 million, that the tapestry facility would lose money from year one onward with a deficit of £185,000 accruing after five years.

But when the calculator was handed over to Live Borders they assured the council and others they could shave an impressive £77,600 a year from the Jura Consultants business plan running costs. That would result in a £202,500 surplus after five years predicated on 51,000 paying customers each year.

So clearly any reduction in attendances caused by Covid travel restrictions or an absence of overseas visitors to the Borders could have a potentially devastating impact on the new centre just as it is getting off the ground.

The hope is the tapestry will generate an additional £892,000 for the struggling local economy as well as providing 17 jobs,

Meanwhile, in the lead up to the opening, Live Borders itself has had a rough time financially. The Trust, formerly known as Borders Sport & Leisure, posted a £723,000 deficit in 2018/19 due largely to a £970,000 pension adjustment.

And to make matters worse the annual management fee the Trust receives from the council to run leisure facilities, museums and libraries is being cut by 3% year on year. SBC handed the Trust £5.475 million last year, £5.315 million this year with a further drop to £5.189 million in 2021/22.

The Coronavirus crisis appears to be having a detrimental effect on tapestry galleries throughout the country.

In their annual report just published the trustees of The Quaker Tapestry, housed in a listed building in Kendal, Cumbria, have this to say: "As this report is being compiled in early April 2020 we are in the midst of a coronavirus crisis which is affecting the whole nation.

"The museum and buildings have been closed since mid-March. While the present situation lasts absolutely no income will be earned from admissions and associated Gift Aid, shop sales, workshops, room letting or flat hire.

"This is the most serious risk to core income that Quaker Tapestry has faced in its 25 years operating in Kendal. Quaker Tapestry is in a very difficult situation as 60-65% of income is earned from activities. Quaker Tapestry has no major on-going grant funding. All staff except the General Manager have been furloughed".

However, in 2019, when the Kendal visitor attraction was functioning normally it still recorded a financial loss.

The tapestry began life in Somerset in 1981 with over 4,000 people in 15 countries producing 77 wool embroidered panels depicting the experiences of Quakers since the formation of the movement in 1652.

"We have a dedicated group of volunteers without whom we should find it difficult to continue our present operations", writes trust chair Susan Tyldesley in the annual report.

Quaker Tapestry ended last year with an overall loss of £13,807. The number of visitors is not specified in the report but admission money brought in only £12,781.

The report adds: "Given the 2020 situation (Covid) it will be vital that replacement income is found to allow Quaker Tapestry to continue operating".

It has been suggested a charge of £7.50 could be levied at the Great Tapestry of Scotland museum.although according to the Live Borders website a leaflet aimed at the travel trade indicates the entry fee has yet to be confirmed.

The leaflet does contain one slight mathematical error. It claims the tapestry:"tells the inspirational true story of the country’s history, heritage and culture (from 8500 BC to present day, a period of 420 million years).

Avocet firm's 'thoroughly contradictory' £240,000 tax appeal

EXCLUSIVE by DOUGLAS SHEPHERD

A subsidiary of the insolvent Avocet Infinite group failed to settle a £187,000 tax bill levied on a property transaction, then attempted to challenge Revenue Scotland's imposition of a £58,000 penalty for non-payment.

The appeal to the Tax Chamber First Tier Tribunal for Scotland was lodged by Martin Frost, the group's principal director on behalf of Avocet Farms Ltd., a business which traded under three different names in the space of four years.

Revenue Scotland had originally served the notice seeking Land and Buildings Transaction Tax (LBTT) on Avocet Agriculture Ltd. relating to the multi-million pound purchase of Harcarse Hill farm, Berwickshire, in 2016.

The firm became known as Avocet Farms in 2017 before a further name change to Orrdone Farms in 2019. The business is now in the hands of joint receivers with debts estimated to total at least £3.5 million. HMRC is listed as one of the creditors.

The complicated tale of Mr Frost's attempt to have the tax assessment re-calculated is set out in a  decision notice by tribunal president Anne Scott which followed a public hearing - demanded by Mr Frost - last August. He claimed Revenue Scotland had "sued the wrong party".

But Ms Scott explains the revenue had not sued anyone: they had simply responded to Mr Frost's notice of appeal. He had argued that the tribunal “… is bias (sic) in not ordering Revenue Scotland to commence again against Avocet Farms Limited”. This tribunal has no such power, Ms Scott said.

The history of the case showed that on 5 October 2018, Revenue Scotland had issued a Penalty Assessment Notice to Avocet Farms Limited. That Notice was issued following the lodgement on 30 August 2018 of a Land and Buildings Transaction Tax (“LBTT”) return which had had an effective date of 16 October 2016 so the return was very late as it should have been filed within 30 days of the effective date and the tax paid then.

"The name of the buyer was stated to be Avocet Agriculture Limited. The return was lodged by the appellant’s solicitor (“the agent”). The transaction related to the purchase of Harcase Hill Farmhouse for a total consideration which was stated at £5 million. The LBTT amounted to £187,000.15. The tax, which was due for payment by 15 November 2016, has not been paid."

Avocet Agriculture Limited had changed its name to Avocet Farms Limited on 23 June 2017; so the penalties were assessed on Avocet Farms Limited. The Penalty Assessment Notice was in the sum of £57,958 being penalties for late filing of the return, late payment of the tax and interest.

The agent for the company wrote to Revenue Scotland on 5 November 2018  and requested a review of the Penalty Assessment Notice. Revenue Scotland issued a review decision upholding the penalties but that letter was incorrectly addressed to Avocet Agriculture Limited.

Mr Frost lodged an appeal with the Tribunal in the name of Avocet Agriculture Limited referring to the penalties and the £5 million transaction.

"He makes it clear that the decision that he appeals is the review decision issued by Revenue Scotland on 20 December 2018. He enclosed a copy. The stated Ground of Appeal was that in 2018 the price had been reduced to £4 million and there should therefore be no penalties", according to the tribunal decision notice.

In April 2019 Mr Frost responded stating that the appellant in the appeal should be Avocet Farms Limited which had previously been known as Avocet Agriculture Limited. 

The company currently known as Avocet Agriculture Limited had no connection with the transaction. The consideration had been reduced by £1 million, the LBTT should be sought from Avocet Farms Limited and recalculated. But Revenue Scotland sought an Order dismissing the appeal on the basis that there had not been compliance with the Directions.

Mr Frost was directed to intimate in writing to the Tribunal whether or not he wished to continue with an appeal by Avocet Farms Limited and, if so, that would be treated as an application to substitute Avocet Farms Limited as the appellant. . In the event that that course of action was adopted then the appellant was directed to lodge with the Tribunal details of the reasons why the return was late and the tax not paid. The appellant was put on notice that if there was no compliance then the appeal would be dismissed.

The decision notice continues: "The appellant responded in a thoroughly contradictory fashion and stated: 'I formally intimate that Avocet Agriculture Limited wishes to appeal this Order for after discussing such with a retired judge and Senior Scottish counsel it is their opinion that under Scots law it is not possible to transcribe one limited company to another. … Separately, I have forwarded extended grounds for an Appeal by Avocet Farms Limited.'”

Mr Frost argued that although the transaction was in 2016, the purchase price was altered in 2018 from £5 million, the figure in the LBTT return, to £3.7 million and therefore Revenue Scotland has overstated the tax, interest and penalties.

Ms Scott states: "The first and most obvious point to make is that most recently lodged Grounds of Appeal state that the purchase price had been altered to £3.7 million. He had previously stated £4 million. In his oral submission he argued that the purchase price had initially been reduced to £4.2 million and then to £3.2 million.

"However, it also transpired that the buyer and seller were connected parties so the transaction had not been at arm’s length.  Secondly, and far more importantly, Mr Frost should be well aware that those are not adequate Grounds of Appeal. 

"He has never explained why no tax has been paid. It was only at the hearing that he offered any explanation as to the reason for the late return and that was little and too late. He is therefore in breach of the Rules.

"Even at this hearing Mr Frost has not offered any explanation for the failure to pay any tax at all.  At the hearing he made a bland and unsupported assertion that the agent had been at fault for lodging the return late. 

"However, when he was asked why the appeal had been lodged in the wrong name he also blamed the agent until it was pointed out to him that he had hand written the appeal and not only had he put the wrong name in the box for “appellant” he had also stated  that he was signing the appeal for Avocet Agriculture Ltd."

And Ms Scott concluded: "Since there is no valid Notice of Appeal the appeal, such as it is, is dismissed."

The widow who blocked an aristocrat's bid to annexe two lochs

by DOUG COLLIE

It was a high profile court case with intriguing adversaries - on one side a powerful lord attempting to ban his neighbours from two Borders lochs to secure him exclusive use, and on the other a landowner's widow determined to frustrate him by taking the three-year-long dispute all the way to the House of Lords.

The drama was unfolding just over 150 years ago after the 10th Lord Napier laid claim to ownership of St. Mary's Loch and the neighbouring Loch of the Lowes in rural Selkirkshire. He cited a Royal charter of 1607 which had, he said, granted his ancestors the lands beneath the lakes in perpetuity.

But he reckoned without the spirited Anne Scott, of Rodono, who took up the legal cudgels after her husband John died while the case was proceeding.

Judges in two divisions of Scotland's Court of Session found in favour of Lord Napier. Mrs Scott and her husband before her claimed a joint-right of property with the lochs' other riparian proprietor, but their arguments were dismissed. 

One of the witnesses called to give evidence at the original 1866 hearing was 83-year-old Tibbie Shiel, whose inn which bears her name still stands by the shore of the two lochs. Her hostelry was visited by the likes of Sir Walter Scott and William Wordsworth while James Hogg, the Ettrick Shepherd, lived close by.

The elderly Tibbie Shiel - she died in 1878, aged 95 - told the court she had been employed to watch over the defender's [Lord Napier] boat, and otherwise to look after his interests in a cottage on the loch,

However, as the Lord Chancellor observed in the House of Lords judgement which overturned the two previous rulings she did not speak of any instructions given to her to interfere with the uses of the lake by the boats of other persons.

"She produces a written order given to her by the late Lord Napier (the 10th Lord's father), not to allow any one to take his boat without a written order from him", added the judge. But that was all.

The late Mr Scott, in his original submission to the Court of Session asked for a declaration that he "has, together with the other proprietors whose lands lie around and border on the same, a joint right or common property in the loch called St Mary's Loch, and the loch called the Loch of the Lowes, and a joint right of using boats, fowling, fishing, floating timber, and exercising all other rights in or over the said lochs, or either of them, and that he [Lord Napier] be ordained to desist from molesting and interrupting the pursuer in the exercise of his right."

The other riparian owners at the time included the Earl of Wemyss and the Duke of Buccleuch.

In delivering his Opinion the Lord Chancellor stated: "He does not claim simply equal rights with the pursuers, as a riparian proprietor, but claims to be owner by distinct original grant of the lakes themselves.

"Now, certainly, as to exclusive possession, it appears to me that no evidence whatever has been produced by Lord Napier sufficient to establish that right as against the prima facie right of the pursuer and of the other riparian proprietors.

"On the whole, therefore without entering into all the details of the evidence, I do not think that Lord Napier has proved (that which for reasons I have alleged I think him bound to prove) any right to exclude the pursuer." 

Lord Chelmsford, another of the law lords who considered the appeal by Mrs Scott was equally dismissive of Lord Napier's sweeping claims.

He said: "I do not find in the evidence for the respondent [Lord Napier] proof of the exercise of rights over the lochs by him and his predecessors, or his interference with other riparian proprietors or their tenants which unequivocally establish his title to the sole and separate use and possession of the lochs, or which are not consistent with his having merely a common property in them with the other proprietors. as there is not a single act proved which is not consistent with the respondent being entitled merely in common with other proprietors, his answer to the appellant's case entirely failed; and therefore differing, as I am compelled to do, with the majority of the Judges of the First Division, I think the interlocutors (decisions) appealed from ought to be reversed."

The 10th Lord Napier who was also to become the 1st Baron Ettrick had a distinguished career as a diplomat, serving as British Minister to the United States of America (1857-1859) and Governor of Madras (1866-1872). He died in Florence, Italy in 1898, aged 79.

John Scott had Rodono House built as a shooting lodge in 1866 having acquired the estate in 1860. He donated the ground on which James Hogg's statue was erected on a site overlooking the loch.

Anne Scott sold Rodono in 1873. Four years later she donated £1,200 - equivalent to £160,000 in today's values - for the construction of an Anglican church to honour the memory of her husband in the spa town of Marienbad, Bohemia (now Czech Republic).

Wind up petition adds to Avocet investors' woes

EXCLUSIVE by EWAN LAMB

A creditor of the troubled Omega Infinite venture capital company has successfully petitioned the High Court to have the business wound up, ending any hopes that the 'ground breaking' firm might come back from its financial collapse.

One of the official receivers attached to the court is, by virtue of the winding up order, liquidator of the company once known as Avocet Infinite whose management promised to revolutionise agricultural and fuel production from their base on farms in Berwickshire.

The move to wind up the Avocet operation is in addition to the appointment of joint liquidators by UK Business Secretary Alok Sharma. The two insolvency experts from accountancy firm Begbies Traynor moved in at the end of April after a separate petition to the court.

A post on the Companies House website yesterday confirmed the wind up petition had been granted in the Business and Property Courts in Leeds by His Honour Judge Klein.

The petitioner is named as London law firm Fieldfisher LLP, described as a creditor of Omega Infinite. The submission seeking to wind up the Berwick-on-Tweed-based business was originally made in November 2019 before being transferred to the Leeds division by Insolvency & Companies Court Judge Mullen on March 5th this year.

Perhaps ironically, the petition was supported by Orrdone Farms PLC (in administration), a subsidiary of the Avocet 'Group' which was rendered insolvent in January with debts of more than £3.5 million.

According to the new notice: "The court, having read the documents on the court file, it is ordered that [1] Omega Infinite PLC be wound up by the court under the Insolvency Act 1986; [2] the costs of the petitioner and of Orrdone Farms Ltd of the petition and the petitioner's costs of the administration application be paid out of the assets of the company as an expense of the liquidation".

Winding up and liquidation are separate steps in the process of shutting down and dissolving a company.

An official description of the difference between the two states: "Winding Up involves ending all business affairs and includes the closure of the company (including liquidation or dissolution), whilst Liquidation is specifically about selling off company assets in order to pay creditors and then closing the company.

A winding up petition is different to a voluntary winding up.This is a forced procedure when someone is owed money. A Winding Up Petition is submitted to the court by a creditor of a company who has failed to collect the debts that they are owed.

"If this petition is granted by the court, the company will then be investigated and liquidated by the Official Receiver. The Official Receiver will make it their business to conduct a very intrusive investigation into whether any misfeasance or wrongful trading has been conducted."

As already reported here Martin Frost, a director of both Omega Infinite and Orrdone Farms, told the farming company's joint administrators that all of the assets held by Orrdone had been sold to Avocet Infinite (as it then was) in May 2019. As a result Orrdone Farms had ceased trading.

More recently Mr Frost told The Sunday Times that 'the real worth' of Omega Infinite - intellectual property alleged to be worth £60 million - was preserved and intact after being vested in a new 'relatively debt free' company called Avocet Natural Capital plc.

Business Secretary sent in the 'Avocet' liquidators

EXCLUSIVE by DOUG COLLIE

The UK Business Secretary Alok Sharma appointed the insolvency team which is now investigating the affairs of  Borders-based 'green innovators' Avocet Infinite as shareholders wait to see whether they may have lost an estimated £14 million in investments.

A statement issued on behalf of the joint liquidators revealed which UK Secretary of State had applied to the courts to have liquidators assigned to the company which changed its name to Omega Infinite last year.

Meanwhile two other Government agencies are listed as creditors of Orrdone Farms Ltd., a subsidiary of the Avocet 'Group' fronted by principal director Martin Frost.

The joint administrators who took over that business in January have reported a deficit for Ordonne Farms of £3.8 million although they say it has proved difficult to get the information they need as book-keeping had not been kept up to date. The last published accounts for both firms were for 2017.

The list of creditors for the farming company include HM Revenue & Customs Debt Management Enforcement section with a claim for £165,662.

And Forestry & Land Scotland, an arm of the Scottish Government, has submitted a creditor's claim for £201,050.

Other creditors of Orrdone Farms include Peony Farms, of Lacombe, Canada, a leading producer of Piemontese cattle, said to be owed £44,477, and ABGI-UK Ltd., formerly known as Jumpstart, a specialist firm in the field of research and development tax credit claims (£10,763)

The Newcastle accountancy firm of Ryecroft Glenton, which audited the books of Orrdone Farms, Avocet Infinite and of Avocet Faculties Ltd are due £25,218. And Berwick-based surveyors Edwin Thompson are listed as creditors owed £24,079.

In the case of the Orrdone Farms parent, Sheffield insolvency practice Begbies Traynor said in a statement: "Ashleigh Fletcher and Joanne Hammond of Begbies Traynor were appointed as joint liquidators of Omega Infinite plc on 28 April 2020.

"This is a complex matter and the joint liquidators’ investigations are at an early stage. If you or any creditors are able provide further information in relation to this matter, please contact Begbies Traynor on (0114) 275 5033."

The statement added: "We can confirm that the joint liquidators were appointed by the Secretary of State for Business, Energy and Industrial Strategy (Alok Sharma)".

The liquidation and administration processes are likely to be additionally complex as a result of inter-company transactions involving Orrdone Farms and Avocet Infinite in the months prior to their financial collapse.

Orrdone's insolvency team, in a report published on the Companies House website described the apparently tangled set-up.

They wrote: "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. We were informed that at the time of the cessation of trade, three of the Company's former employees were dismissed with the remainder being moved to other "Avocet" companies under "TUPE" rules. We have not been granted full access to the Company's detailed payroll records."

Administrators 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 connected company, Avocet (now Omega) Infinite plc. The total sums due to the Company as a result of these two invoices is £1,900,605 plus VAT.

However, Orrdone joint administrators Jeanette Brown and Emma Porter add: "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"..

"New" Avocet company is five years old

by DOUGLAS SHEPHERD

The national press finally caught up with Not Just Sheep & Rugby at the weekend when The Sunday Times reported on the troubled Avocet group of companies with shareholders fearing they could lose £14 million despite investing in a 'groundbreaking set of technologies'.

These columns had brought readers news of Avocet Infinite's liquidation and subsidiary Orrdone Farms' administration several weeks ago as the Borders-based businesses hit the buffers. Insolvency experts intend selling off three Berwickshire farms where the 'pioneering' farming and fuel production systems were based.

The Sunday Times included mentions for Jacob Rees-Mogg's brother Thomas, holder of 4,000 shares in Avocet Infinite (now known as Omega Infinite), and Thomas's wife Modwenna, "an influential angel investor" and a non-executive director of Asset Match, the UK's leading investment platform for unlisted companies.

Martin Frost, principal director of the Avocet businesses, apparently failed to submit the necessary paperwork to allow his company's shares to be traded on the Asset Match platform, according to  Sunday's paper.

Yet Asset Match holds 104,000 Avocet Infinite shares. A spokesman for Asset Match told the Times the shares had been accepted from Mr Frost "in lieu of payment for consultation work".

The article makes no mention of the fact that a company called Loch Lomond Heritage (sole director Martin Frost) has a significant stake in Asset Match with 52,084 shares.

Asset Match also appears to have set aside at least one of its usual criteria in agreeing to consider Avocet Infinite for its platform.

The company's website states: "The Asset Match platform is designed to give private companies periodic liquidity for their shareholders. Usually companies that list on our platform have over 50 shareholders, a turnover in excess of £10 million and a well experienced board of directors.

"The Asset Match team undertakes a large amount of research and due diligence to certify the companies that are accepted on the Asset Match platform. Before being accepted companies have to be accepted by the Asset Match New Business Committee which is made up from industry experts in the private company space, who have a wealth of experience spanning the finance sector."

Avocet had some way to go to reach the £10 million annual turnover mark in 2018 when it was in discussions with Asset Match. The last published accounts (for 2017) recorded a turnover figure of just £117,392, admittedly an improvement on the previous year's £20,755.

This is an extract from the blurb which Asset Match included on its website page for Avocet Infinite: "Avocet Infinite Plc is seeking to raise £7,000,000 to £10,000,000 at a minimum price of £7.00 per share. The fundraise is to be priced via a Dynamic BookBuild and the final price and allocations will be determined by the Board. Avocet Infinite is the pioneer of the unique "natural capital" concept which aims to achieve commercial success from projects and technologies that assist man and improve the global habitat." 

Meanwhile Mr Frost told The Sunday Times that after a decade of trial and error he had formed a new 'relatively debt free' company called Avocet Natural Capital.

He added: "Each shareholder who acquired a £1 share in Avocet Infinite now holds a £1.50 share in Avocet Natural Capital, a poundage gain of over 50%. The real worth of the business, the intellectual property is preserved and intact".

In fact Avocet Natural Capital was incorporated in March 2015 as Avocet Fuel Systems before changing its name in February 2019. It was initially a dormant company, and a subsidiary of Avocet Infinite, the firm which is now in the hands of joint liquidators.

The last published accounts for Avocet Natural Capital were for the year to December 2017. A set of accounts for 2018 was due to be filed with Companies House by December 24 2019. But as of today the companies register includes an 'Accounts Overdue' note, which amounts to a breach of company law.

During the course of 2019 Avocet Natural Capital benefited from three separate "statements of capital following an allotment of shares" totalling more than £120 million.

The company's list of 649 shareholders includes entries for Mrs T F Rees-Mogg (6,000 shares), Asset Match Ltd. (156,000), Martin Frost (13,960,765) and Loch Lomond Heritage Ltd. (1,455,000).

Covid to make £220 million Lowood scheme "even more difficult"

EXCLUSIVE by EWAN LAMB

Scottish Borders Council's £220 million development project on the Lowood Estate, near Melrose, has been savaged by a planning consultant who claims the paperwork is so fundamentally flawed that the local authority will be open to legal challenges in the courts.

Last Friday saw the deadline for submissions in a 12-week consultation process centred on SBC's draft Supplementary Planning Guidance (SPG) for the ambitious raft of proposals at Lowood, adjacent to Tweedbank village.

Central to the scheme will be the construction of hundreds of new houses although the exact number has not been specified in the council's document.

The Lowood country estate was bought by SBC from the Hamilton family for £9.6 million in November 2018 with claims the local housing market was buoyant and there would be a healthy demand from developers.

But critics warn the Covid-19 lockdown's impact on the construction industry could kill short-term demand stone dead. There have even been suggestions the estate might become an ever increasing burden on local government finances in the Borders.

On Friday councillors received a hard-hitting submission from David Bell, an Edinburgh-based planning consultant acting for Middlemede Properties Ltd. (MPL), the owners of the Tweed's Upper Pavilion salmon fishery right next door to Lowood. Middlemede is particularly alarmed at the sheer scale of house-building proposed by SBC.

One of the strongest assertions outlined by Mr Bell in a 10-page dissection of the draft SPG relates to the housing demand in the area.

He writes: "The brief [to the council's own consultants]’s objectives included: Provide clear guidance on delivery mechanisms for the development of the site; and propose a scale and mix of uses that are deliverable in the context of the prevailing and anticipated market conditions.

"With regard to the above, no supporting documentation it would seem has been provided to the consultants in terms of development viability and housing market matters. 

"As a result of the COVID-19 emergency the market conditions (which we understand through published analysis were already endemically weak in the Scottish Borders) are now much more problematic.  For a site such as this with extensive under-capacity of essential infrastructure provision (education, drainage, access etc) this will make delivery very difficult."

Mr Bell adds that it had been stated the SPG must ensure “a high quality and appropriate development is delivered.  It is important that the development proposals within the SPG are realistic, deliverable and free from significant / major constraints”.  

But, he says, no mention is made in the draft SPG to matters of deliverability.  This is a fundamental failing in the SPG and is not acceptable given the serious reservations on commercial viability.

The MPL submission also seeks to pick holes in the idea of building 300 or more houses on Lowood.

It says: "At the end of section two (of the SPG) there is the following statement: “It is noted that although the indicative site capacity for housing is 300 units, it is likely the overall site can satisfactorily accommodate an increased number…” 

"This is a sweeping assertion: there is no evidence to support the “likelihood” that the site can take more than 300 units.  Indeed, when there is no housing market information available to the consultants how can this assumption be carried forward with any confidence?  Housing market guidance will be essential to inform matters such as house types, phasing / likely take up rates etc.  It would seem the site design approach has been undertaken in a vacuum from this type of information."

Mr Bell points out that in the original masterplan for Tweedbank, a fundamental element was the proposed “Tweedbank Park” which was zoned in an extensive area east of Lowood House and which included the majority of the policy woodland and open ground extending down to the River Tweed and incorporating the existing Lowood access road.

"However, the draft SPG now proposes extensive residential zones and indeed commercial development over the vast majority of the area that was proposed as the Tweedbank Park in the  masterplan.  This is a fundamental difference and is not considered acceptable.  The loss of this parkland, an important buffer between proposed development and the River Tweed SAC and SSSI underscores the nature of the proposed overdevelopment of the site that would result."  

The Lowood site was, says Mr Bell, specifically allocated to address a shortfall in the five year effective housing land supply identified by the Scottish Ministers.  Having been allocated through the promotion of SPG the expectation was that the site would start to deliver housing by 2022 and the latest HLA (Housing Land Availability) reflects that expectation.  

"Against that background it is incumbent upon the SPG to set out a phasing arrangement that demonstrates how the first batch of housing units will be delivered on site by 2022."

Mr Bell concludes: "If these matters (outlined in the submission) are not addressed, then the legal advice MPL has obtained is that the process of preparing detailed planning guidance that the Council has embarked upon is fundamentally flawed, thereby rendering any future decision on the part of the Council to adopt the SPG based on this current approach being open to challenge in the courts."

Tweed's wild salmon selling in London for £246 a lb

EXCLUSIVE by DOUG COLLIE

The divergence in Covid-19 lockdown restrictions between England and Scotland has resulted in the first difference in fishing regulations on the River Tweed in more than 200 years.

And the resumption of salmon netting at the Gardo Fishery by the mouth of the river at Berwick-on-Tweed means it has become possible to purchase the world famous river's wild salmon for £246.95 per lb., expertly smoked and in a wooden presentation box.

But for the moment upmarket London food firm Forman & Field's website informs potential customers their supply of the sought after delicacy has sold out... for now.

Since Wednesday of last week anglers have been able to fish from the Tweed's English bank at locations such as Horncliffe, Wark and Tillmouth, all of them in Northumberland.

But a few dozen yards away, across the river in the likes of Ladykirk, Lennel or Coldstream, located in Berwickshire the fisheries remain closed.

Since the very first of the River Tweed Acts in 1807 the fishings on the river Tweed have been managed as a single unit notwithstanding the fact that the river rises in Scotland and reaches the sea in England, the authorities explain.

"This arrangement has continued successfully to the present day with the management powers vested in the River Tweed Commission by virtue of the Scotland Act 1998 (River Tweed) Order 2006.

"The UK Government announcement on 10th May changes matters, since for the first time since 1807 from 13th May different rules will apply to fisheries in England as opposed to those is Scotland. The reason for this is that whilst the UK Government have eased the lockdown restrictions in England the position of the Scottish Government is that fishing is not allowed and also that travelling for anything other than work or essential purposes is not allowed".

The situation on the lower reaches of the river is captured admirably by this week's Tweedbeats blog, written by a salmon fishing proprietor on the 'wrong' side of the divide.

He writes: "For the moment, I hear one rod caught 15 all on a fly in just two pools at Tillmouth yesterday (Saturday), an amazing day and one he will always remember. Both Waltham & Dritness (who do not report on any website), and Horncliffe just above, caught over 20 for their four days fishing.

"I do not recall scores like that being recorded anywhere on the Tweed in the whole of 2019. Pleasing as that all is, you have to feel sorry for Tweedhill, Ladykirk, Milne Graden, Tweedmill and Lennel who can only watch from the other side, when there are lots of fish about and at least some of those caught would normally have been caught by them."

It also appears that from Wednesday last week, some Scottish residents were crossing from Scotland into England to fish on the south bank of the Tweed, when they should not.

As the Tweedbeats blogger observes: "This is something they most probably knew but decided to ignore; this can only get worse. Others were simply breaking the law and fishing in Scotland, the wrong side of the border line. Let us hope that this enforced division on Tweed ends soon, and never ever happens again."

The netting activity at Gardo also provoked action by the Tweed fishery managers.

In a statement, the River Tweed Commission (RTC) said: "On 5th May RTC fishery officers were informed that activity had been observed at the Gardo netting station in Berwick.

" RTC’s Chief Fishery Officer immediately contacted the tenant of the netting station to establish the nature of these activities. He was informed that the tenant was operating the net with the assistance of family members resident in his house and that this was a permissible activity on the grounds that the purpose was to catch fish for human consumption."

The tenant was told the entire river had effectively been on lockdown since late March and that his activities represented a departure from that position. The tenant noted this, but advised that he intended to continue fishing.

RTC's statement added: "The tenant’s activities were monitored on 6th May by RTC Bailiffs and the matter was referred to Northumbria Police who have responsibility for policing the Covid 19 restrictions imposed by the UK Government. RTC’s enforcement powers do not extend to this situation since the close time for net fishing ended on 31st March. RTC will however be reporting this situation to the Scottish Government who have responsibility for the Tweed fishery district."

Angling interests on the river have been highly critical of Gardo Fishery, the only netting station left on the Tweed. It is claimed the fishery threatens stocks at a time when 85% of the salmon caught by rod and line are returned to the water.

The 2019 annual report from the Commission recorded 432 salmon and 492 sea trout caught by the nets.

Meanwhile, in faraway London, Forman & Field tell their wealthy clients: "Wild River Tweed Salmon is now so fiercely protected – and fishing so restricted – that it is nigh on impossible to acquire stocks, with prices reflecting its rarity. 

"We would urge you to order while you can, as there is a grave danger you will never experience this wonderful delicacy again. Our Limited Edition River Tweed salmon is the best of the best, from the most celebrated of salmon fishing rivers. It comes in a very smart wooden presentation box, with a numbered certificate and is sliced by Lance Forman himself."

The story of Avocet's bankrupt Finnish partner

by DOUG COLLIE

A website which is still promoting the 'groundbreaking' technological activities of Avocet Infinite PLC even though the Borders company had liquidators appointed last month includes details of a collaborative agreement with a pioneering Finland-based biogas business.

However, those who happen to read about the intention of Avocet and BioGTS Ltd. to pool their resources "on a number of projects worldwide" may be unaware that the Finnish half of the partnership has been officially bankrupt since November 2018. It reported debts of more than 11 million Euros in June of that year.

Creditors of Avocet Infinite, which changed its name to Omega Infinite last year have been invited to submit their proof of debt to joint liquidators at the Sheffield office of insolvency specialists Begbies Traynor. The notice concerning the appointment says Ashleigh Fletcher and Joanne Hammond were appointed by the 'Secretary of State'.

As reported previously in these columns, Orrdone Farms, a subsidiary of Omega Infinite, entered administration in January with debts said to exceed £3.5 million. The companies claimed they were developing "revolutionary" systems for use in agricultural and food production, and Avocet/Omega had assembled a list of 650 shareholders.

The avocetinfiniteplc.com website continues - as of today - to function with separate sections covering each of the trading activities.

Pages dealing with anaerobic digestion have the details of Avocet's links to BioGTS, a biogas and biodiesel plant manufacturer operating in Jyväskylä, Finland.

According to the website blurb : "BioGTS are an innovative Finnish Biogas company with patented biogas and biodiesel technologies designed for the treatment of organic biodegradable waste from municipalities, industries and agriculture. Their ground-breaking technologies enable materials to be processed which would be difficult to treat in traditional biogas processes.

"BioGTS biodiesel and biogas plants are cost effective investments for converting the waste into renewable energy, vehicle biofuels, fertilisers and chemicals.

"Avocet and BioGTS have an agreement to collaborate on a number of projects worldwide. BioGTS will work alongside Avocet to create an efficient and cost effective methanol synthesises unit that can be 'bolted on' to any existing biogas plant. Alongside Avocet's patented methanol additive, the Avocet BioGTS methanol plant will allow production of a fully renewable and green diesel replacement.

"This collaboration will allow Avocet to provide a complete biomethanol solution that is scalable and cost effective. A farmer or council will be able to produce this 'green methanol' from renewable sources at less than £0.18 per litre (with or without the indirect EU subsidy of £0.30 per litre) a green fuel alternative capable of under-pricing diesel."

But there is no mention of BioGTS's crippling financial problems which ended in bankruptcy on November 10th 2018, according to the Finnish Business Information System.

The alarm bells started sounding in June 2018 when Finnish media outlets reported: "The production of biogas has not been at the promised level, and there has been room for improvement in the operational reliability of the plants.

"Plants of various sizes based on BioGTS's dry digestion technology have been ordered for several tens of millions of euros all over Finland. There are about a dozen projects that have received investment support. Construction of these has not yet begun.

"In total, almost EUR 20 million has been accumulated in investment subsidies for projects. Some of the facilities have been top government projects."

And it was later confirmed that BioGTS had filed an application for corporate restructuring with the Central Finland District Court on 17 September 2018. 

This time round Finnish news websites reported: "This year, the company has had problems completing its delivery projects. As a result, two contracts were terminated and the company lost significant contract amounts.

"In the debt restructuring application, BioGTS states that its debts amount to almost EUR 11.7 million. The largest creditors are Finnvera plc, OP Insurance Ltd, OP Life Assurance Company Ltd and Central Finland Cooperative Bank. The largest receivables are from the Central Finland Cooperative Bank: EUR 3.8 million."

The debt-ridden business had been included on a list of “the most interesting companies in the circular economy” by Sitra, the Finnish Innovation Fund. But BioGTS was removed from that list on February 6th 2019 " after the company went bankrupt."

Avocet appears to have had ample time to update its website accordingly.

Liquidators back again 35 years later

by EWAN LAMB

A "visionary entrepreneur" who vowed to change the face of modern farming before his business had liquidators appointed last month suffered a similar fate 35 years ago shortly after he touted plans for a Scottish Woollen Craft Village designed to attract 30,000 visitors a year to Newtown St Boswells.

Martin Frost, described by the Berwickshire News in 2018 as principal director of Avocet Infinite PLC (now known as Omega Infinite), told the paper his company was using disruptive technology to revolutionise food and fuel production on farms in Berwickshire.

Following a site visit to one of those farms Councillor Mark Rowley, Scottish Borders Council’s executive member for business & economic development, was quoted in the 'Berwickshire' as saying: “The model is fascinating, I hope it will bring significant investment and employment to the Borders. Berwickshire has an exceptional reputation for agricultural innovation; from James Small’s revolutionary plough to the innovations of liming and marling that were pioneered here.”

“It is exciting that such new and innovative techniques are now being pioneered by Avocet and local farms here in the Scottish Borders almost 300 years later.”

And when some of Avocet's 650 shareholders expressed their concerns about the business's situation to The Sunday Times, Ken Stewart, chairman of Africa Forum Scotland described Mr Frost as a 'visionary entrepreneur'. 

But within a matter of weeks there were moves to have Avocet Infinite and a subsidiary, Orrdone Farms Ltd. wound up. The latter named firm is now in the hands of administrators with estimated debts of £3.8 million. Liquidators were appointed to the parent company in April by the 'Secretary of State'.

Councillor Rowley's enthusiastic reaction to Mr Frost's claims for the future of farming contrasted sharply with the action taken by his local government predecessors in 1985 when one of Mr Frost's entities in the textile industry defaulted on its business rates.

In a no-nonsense attitude towards its creditors Borders Regional Council (BRC) which delivered local services between 1975 and 1996 moved to close the company down.

The 'get tough' approach resulted in BRC  petitioning the Court of Session to have Mr Frost's textile business placed in liquidation and wound up.

A Hall (1982) Ltd., based at Langlands Mill, Newtown St. Boswells and within sight of the council's HQ, owed the authority more than £5,000 (about £15,000 in today's money).

 Straight-talking Councillor George Dorward, a retired senior police officer, and vice convener at BRC in 1985 told The Scotsman newspaper: "This is another example of the council's intention to crack down and adopt a hard line with people who get behind with their rates. We have to take a firm stand to be fair to those ratepayers who pay on time".

The Scotsman's report also mentioned the fact that two other companies in which Mr Frost was principal shareholder had recently gone into liquidation..

A Hall (1982) Ltd. was formed after Mr Frost acquired Langlands Mill, a collection of Victorian properties, from a receiver appointed to a 100-year-old spinning company.

Plans were announced for expansion of the mill including the creation of 45 jobs and the establishment of the Scottish Woollen Craft Village which was to transform the local tourist industry.

But Hall's soon encountered financial problems and the entire workforce at the reconstructed business

was made redundant in November 1984. Several months later former employees claimed they were still due thousands of pounds in wages, holiday pay and redundancy money.

Langlands Mill received another visit from insolvency specialists in 1998,this time to a company named Thomson Ecosse Ltd. That firm was the target for a petition to the Court of Session by the Lord Advocate for and on behalf of the Commissioners of Inland Revenue. 

'Pioneering' fuel product had been around for 40 years

by DOUGLAS SHEPHERD

The insolvency of Borders-based Omega Infinite, the company which claimed to be producing an environmentally clean fuel for all forms of transport means development of the 'Avocet' brand of additive will have to be abandoned for a second time.

Far from being a new idea, the 'green' fuel being promoted by Omega's directors over the last five years was a resurrection of the chemical technology first invented in South Africa in the 1980s, and taken on a stage by the mighty Imperial Chemical Industries (ICI) Corporation.

Even ICI could not make 'Avocet' financially sustainable, and the patents and trademarks held by the conglomerate in the USA and the UK were ultimately surrendered more than 20 years ago.

Investors in Omega Infinite (previously known as Avocet Infinite) clearly thought the additive would prove to be a winner second time around. But as we have been reporting, the company has had liquidators appointed by 'The Secretary of State'.

Dr Bob Jennings, one of Omega's directors, has been party to a number of patent applications linked to the fuel together with Glyn Short, an alternative energy consultant based in Hockessin, Delaware. The two inventors also submitted plans for an alcohol-fuelled combustion engine using an ignition-improver additive in 2014.

However, 'Avocet' had its roots in Johannesburg in 1979-80 when four scientists from AECI Ltd., a subsidiary of ICI, lodged a patent application in the United States.

The story of 'Avocet' is told in a 2001 scientific paper entitled Avocet: Not For The Want of Trying.

According to the paper:"The additive is an 'ignition improver' which allows methanol to be used as a fuel in existing diesel engines with a minimum of modifications. AECI were motivated to increase local consumption of methanol made from coal feedstock; coal-derived methanol was being promoted as a fuel in response to the difficulties South Africa then had (as a pariah state) in guaranteeing supplies of imported oil for fuels."

Authors of the paper, Lloyd Dale, Philip Gamlen, Ken Green and P. Groenewegen described how the world-wide patents were licensed to AECI's parent company, ICI (UK), who took on the product development in the mid-1980s.

"The main market for the product was seen to be in those parts of the world, such as Los Angeles, Sweden and Hong Kong, which were thought likely to be introducing tighter emission regulations to control air pollution. In these places, it was thought that there would be a growing demand for cleaner fuels for use in Public Service Vehicles, like buses.

"Apart from being a cleaner fuel, methanol was estimated to reduce the costs of engine maintenance (though there would be the extra initial cost of modifying the engine). To test the fuel, ICI set up trials with bus fleets and lobbied relevant politicians and regulators."

To test the fuel, ICI set up trials with bus fleets and lobbied relevant politicians and regulators.

"However, in 1993, the Avocet project was disbanded and the licenses were passed on to another part of ICI, Nobel Explosives, who have subsequently withdrawn from the business. The pressure on ICI of the early 90s recession was a strong factor in the withdrawal of the product and the abandonment of the development project."

Avocet: Not For The Want Of Trying continues: "In order to innovate successfully it is necessary for a firm to know how to manage a product development project against a background of uncertainty, in regulatory and other matters.

"However, even if a firm's motives are of the highest - to respond positively to perceived environmental problems – there is no guarantee that it will be able to develop the market. This case is an example of how difficult it can be for a company to seek to take the lead in green innovation."

The scientific publication claims in conclusion that Avocet was a prime example of an innovation which needed to create demand in order to succeed. Not only did ICI create a new product, but they had to create a market for it.

"Despite their best intention, this proved to be a difficult task for ICI due to the players involved and the nature of the industry. Avocet failed because the innovation was not sufficiently backed.

"It shows how difficult it is to disrupt 'lock-in; individual company responses - even if motivated by green credentials - are insufficient without other, more systemic changes".

COW PALACE* - registered trademark!

by DOUG COLLIE

A failed Borders business which is still being touted as a "Best Practice Representative" for 2018 by the publication Parliamentary Review despite being placed in the hands of liquidators last month owns a highly unusual trademark, Not Just Sheep & Rugby can reveal.

Avocet Infinite PLC (now known as Omega Infinite) claimed its intellectual property (IP) was worth an estimated £60 million as it outlined 'revolutionary' plans to change the face of agricultural and energy production by implementing 'disruptive technology' on its Berwickshire farms.

Among the proposed developments outlined by directors Martin Frost and Dr Bob Jennings was the establishment of so-called cow palaces in which large herds of Piedmontese cattle would be housed, their dung to provide the raw material for a greener, cleaner fuel.

The Avocet group was obviously keen to protect the cow palace concept, as papers lodged with the UK Intellectual Property Office [IPO] demonstrate.

An application to register 'Cow Palace' as a unique trademark was filed with the IPO in January 2018, and the protection for the phrase was secured in May of that year. The 'title' was transferred from Avocet Infinite, as it then was, to Avocet IP Ltd. in July 2018.

It means the company had exclusive use of Cow Palace under four separate classes of the Intellectual Property regulations.

These cover (Class 29) processed food in relation to meat and other farm products; (Class 31) animal feed and fodder; (Class 42) research and development services including environmentally friendly forms of energy and power; and (Class 44) agricultural services relating to environmental conservation.

Avocet companies also registered a number of other trademark applications with the regulators in the UK, Europe and the United States of America.

The word 'Avocet' or an illustration of the wading bird from which the company took its name features in all of the paperwork lodged with Intellectual Property authorities.

An American trademark application relates to a fuel additive named Avocet with the registration having originally been filed with the US Patent and Trademark Office in November 2014 and registered there in June 2016.

The applicant in November 2014 - a month before Avocet Infinite PLC was incorporated -  was a company called Avocet Solutions Inc., of Hockessin, Delaware, USA.

Categories covered by the successful application were: "Chemical products for use as additives for fuel; chemicals used in industry, science and agriculture; chemical additives for petroleum products; chemical addition for fuel and oils in particular to prevent smoke; chemical additives for diesel fuel for reducing emission."

The Patent Office papers record a change of ownership of the trademark in April 2017 from the American firm to Avocet Infinite, with another ownership change to Avocet IP Ltd in November 2018.

There are three recorded trademark registrations by Avocet IP Ltd. which appear in the files of the European Union Intellectual Property Office (EUIPO). These all feature the word 'Avocet' and were approved for inclusion on the European register in November 2014, August 2017 and February 2018.

*Footnote: It is not clear whether Avocet Infinite management attempted to register Cow Palace as a trademark in the USA. The brand has been the exclusive preserve of the District Agricultural Association of the State of California since 1985.

Borders population ageing fast

by EWAN LAMB

An up-to-date demographic profile of the Scottish Borders shows the average age of the region's residents is now 49.1 years, far in excess of Scotland's average of 42 years with those in the pensionable bracket representing almost a quarter of the region's population.

The latest data from National Records of Scotland covering the period to June 2019 also shows that the number of deaths in the region exceeded births by almost 2,500 yet the number of people living in the area increased due entirely to inward migration.

These figures demonstrate yet again that the local economy will face increasing issues linked to the availability of labour and services for the care of the elderly.

The decline in the working age population has been a continuous problem for many years. The latest report shows that between 2009 and 2019 the number of 0-15 year olds dropped by four per cent with a similar loss in the ranks of 16-64 year olds. Meanwhile the numbers over 65 shot up by 24%.

All of this means 16% of Borderers are under 16 (Scottish average 17%), working age population stands at 59% (Scotland 64%) with 24% of Borders citizens above the age of 65 (national average 19%). The local average age of 49.1 years (Scotland 42 years) has Borders men at 48.5 years and women at 49.5 years.

The overall population for Scottish Borders crept up from 115,270 to 115,510 last year. Ten years ago the number living locally stood at 113,590. Population density is recorded at 24 people per square kilometre for the Borders compared to Scotland's figure of 70 per sq. km.

Migration estimates suggest 2,370 individuals moved to the Borders from other parts of Scotland last year, 1,610 from the rest of the United Kingdom, and 290 from overseas giving a total of 4,260.

According to National Registers of Scotland 3,680 moved in the other direction, 2,170 to other parts of Scotland, 1,180 to the rest of the UK and 330 overseas.

Over the last ten years the total number of Borders births (10,657) compared to the number of deaths (13,011) created a natural population change of minus 2,354.

The replacement of the ageing workforce is likely to be a key issue for the new South of Scotland Enterprise agency.

A 2019 skills assessment of the South of Scotland (Scottish Borders and Dumfries & Galloway) by Skills Development Scotland (SDS) outlined the labour force requirements in the ten years to 2029.

SDS said "Whilst employment is forecast to stay the same from 2019 to 2029, the need to replace workers leaving the labour market will create 39,700 opportunities. To fill these jobs, and others, there is a forecast requirement for 36,700 people in the region from 2019 to 2029. 

"The difference between the people and job requirements is due to some people having more than one job, for example someone who has two part-time jobs."

The assessment forecasts that by occupation, the greatest number of people will be required in: Clerical and Service Elementary Occupations, 4,800 people; Sales Occupations, 4,600 people; Trades, Plant and Storage Elementary Occupations, 4,300 people; Teaching and Research Professions, 3,700 people; and Skilled Agricultural Trades, 2,600 people.

SDS warn: "The employment growth that has occurred in the South of Scotland in the past is not forecast to continue. From 2019 to 2029, employment is forecast to stay the same.

"Job losses in the South of Scotland are also forecast in some sectors, notably in production sectors and the public sector. Manufacturing is the sector forecast to have the greatest number of job losses from 2019 to 2029. During the forecast period a decline of 1,800 jobs is anticipated. This reflects the general trend of more capital intensive and higher value-added activity in the sector, which requires less labour-intensive methods.

"Employment is also forecast to fall overall in the South of Scotland’s public services sector with Public Administration and Defence forecast to contract by 600 jobs over the forecast period due to continued pressure on public finances.In the South of Scotland, 39,800 job openings are forecast from 2019 to 2029. These will arise almost completely due to the replacement requirement, which will create 39,700 openings."

What now for the Avocet empire?

by DOUGLAS SHEPHERD

The recent collapse into insolvency of Omega Infinite PLC, the Borders farming and fuel production business which impressed and persuaded hundreds of willing investors to part with £17 million casts a shadow over the future of almost 30 "subsidiary" limited companies bearing the name Avocet.

Until last October Omega Infinite had been trading as Avocet Infinite, active in the world of venture and development capital. Two months earlier one of the offshoots Avocet Farms morphed into Orrdone Farms before crashing into administration this January after apparently failing to repay a £3.2 million loan used to purchase farms in Berwickshire.

But these are just two of the entities which form an intricate network of firms involving businessman Martin Frost.who is listed as a director of all of them.

According to Omega Infinite's books the direct subsidies are Avocet IP Ltd (intellectual property ownership), Avocet Faculties Ltd (property ownership), Avocet Agriculture Ltd (intermediate holding company), Avocet Fuel Systems (development and manufacture of fuel products), Avocet Solutions Inc. (development of fuel), Avocet Infinite Solutions Ltd (dormant), Avocet Infinite Renewables Ltd (development and implementation of renewable energy infrastructure) and Avocet Bio Solutions Ltd (dormant).

A list of 'indirect' subsidiaries is also included in the Omega (Avocet) Infinite files for 2017. They are Avocet H2O Ltd (development and sale of hydroponic farming equipment), Avocet Aeroponics Ltd (investment holding), Avocet Inc. (dormant), Avocet Farms Ltd (now Orrdone Farms in administration), Avocet Infinite Foods Ltd (dormant), Avocet Propellants Ltd (manufacture of fuel products), Avocet Fuel Ltd (dormant), Avocet Renewable Operations Ltd (dorman), Avocet Marine Ltd (dormant) and Avocet Research Developments Ltd (dormant).

But that only tells the story up to the end of 2017. Since then at least another eleven new companies have been formed, many of them obviously geared up to help the Group secure a global presence, as Mr Frost and fellow director Dr Bob Jennings described in media interviews.

The third batch of firms in the flock of Avocets are The Avocet Clearing House Ltd, Avocet Middle-east Ltd, Avocet China Ltd, Avocet India Ltd, Avocet East Asia Ltd,Avocet Pakistan ltd, Avocet Russia Ltd, Avocet Japan, Avocet Berwick Ltd, Avocet Americas Ltd and Avocet Africa Ltd. But it would appear many of these Avocets will never get off the ground.

Meanwhile Mr Frost is also chairman of AFS Ventures Ltd, a business which has been the subject of a Voluntary Winding up process since January 2015. The main activity of the company was recorded as 'innovative fuel' although it functioned for less than a year before joint liquidators from KSA Group in Gateshead, Tyne and Wear were appointed.

Company filings at Companies House show that in January 2015 Mr Frost and fellow director Andrew Orr signed a Declaration of Solvency solemnly declaring the company would be able to pay its debts with intent within 12 months. The Declaration claimed AFS Ventures had intellectual property worth £4 million with total liabilities including creditors of £2.85 million and an estimated surplus of £1.156 million.

Joint liquidator Eric Walls in the first of five reports to creditors in 2015 claimed the Winding Up was expected to be completed within six months. But it has still not been finalised.

In his latest report Mr Walls wrote: “Considerable funds have been loaned to the Company in liquidation in respect of the sale of the business and intellectual property of the company to enable the liquidators to pay costs and creditors. Although the directors of the company had placed an estimated value on assets in the Declaration of Solvency, signed at the time of liquidation, the final level of consideration to be paid had never been agreed”.

The value of loans received re-deferred consideration is given as £790,000. The “various parties” involved in negotiations to acquire the business have not been identified in any of Mr Walls’ five reports between 2016 and 2020. “Commercial sensitivity” is cited.

However, Mr Walls warns: “The liquidators now have some considerable concern as to whether this final level of consideration [for the business] will be paid. The issues listed are of grave concern to the liquidators.

“It may be necessary to convert this liquidation from a solvent liquidation to an insolvent liquidation. If this does prove necessary, then this could have serious consequences for the company’s directors and for its shareholders”.

From "world domination" to liquidation in next to no time

by DOUG COLLIE

The spectacular financial collapse of Borders-based "cutting edge" venture capitalist group Omega Infinite - reported exclusively in these columns earlier this week - could not be further from the claims being bandied about by the firm's directors as recently as 2017.

Company subsidiaries were said to be pushing back the boundaries of agricultural and fuel production by developing so-called 'disruptive technologies'.

But as hundreds of shareholders trusted Omega (formerly known as Avocet Infinite) with £17 million of their money the group was racking up multi-million pound losses while the directors were doubling their annual remunerations.

The annual accounts for 2018 should have been submitted to Companies House by December 24th 2019. But the deadline was not met and in fact the data had still not been posted when the Secretary of State sent in joint liquidators on April 28th.

Omega Infinite's plans to revolutionise food and fuel output have been well documented by the Parliamentary Review which handed Avocet (as the Review continued to call them) free plugs on at least six occasions, the last one at the beginning of April.

Directors Martin Frost and Dr Bob Jennings were given adequate space to promote their "world-wide natural capital company" as they described it in the last published accounts for 2017.

The strategic report for that year told shareholders: "Avocet provides technologies that work more efficiently with the planet's energy, water and food. The Avocet Group aims to have a global presence with activities in North America, Europe, the Middle East, the Far East and Africa."

It was also claimed in the document that Coller IP, an independent consultancy that values intellectual property placed a rising value of £60 million on Avocet's natural capital intellectual property.

At the time the business was decidedly small scale, based on two Berwickshire farms with a herd of Piedmontese cattle which were to be housed in 'cow palaces'.

Here's what investors read in the 2017 accounts: "Avocet Infinite is evolving into a holding company where its main activity will be a generator and owner of intellectual property which wil be marketed and sold throughout the world via a sophisticated and self-financing franchise network".

The business review for that year reported capital assets of £18.8 million (£18.3 million in 2016). The loss after tax was recorded as £5.322 million (£2 million) while the Group operating loss was £4.784 million (£1.841 million).

Principal risks to the business included these two passages: "Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with financial liabilities" and "Brexit risk - To address Brexit challenges Avocet has established an offspring company based in Cork. Avocet Bio Solutions is now a recognised EU force with Avocet becoming a foundation member of the Irish and EU Bioeconomy Campus at Lisheen, Tipperary".

Despite a 100% increase in losses directors' remuneration more than doubled from £250,000 in 2016 to £540,000 in 2017. The highest paid director received remuneration of £270,000.