Key docs

TMKG Limited ("Matrix Knowledge")?
DOCUMENT 1 - SIP 16 Notice to Creditors - 15 March 2012

1.6 MB

This letter, issued by Duff & Phelps and dated 15 March 2012, announced that on 5 March 2012:

»  Duff & Phelps had been appointed as administrator for the insolvent original Matrix company. (page 1)
»  The same day, the assets of the insolvent original company were sold via a pre-pack sale. (page 1)

Notable revelations in this document include:

»  Duff & Phelps began their relationship with the original Matrix company in September 2010. (page 8)
»  Duff & Phelps was engaged on 25 January 2012 to facilitate the pre-pack sale. (page 12)
»  The assets of the original company were sold in the pre-pack sale for only £400k. (page 14)
»  For the £400k purchase, only £250k was paid in cash with the remaining £150k deferred. (page 16)
»  Debts owed to directors' relatives, a director and one employee were preferentially included in the pre-pack sale and transferred to the new company (vs. debts owed to other creditors which were wiped out): (page 15)
            A Mallender (relative of Jacque Mallender, director):  £379k
            P Mallender (relative of Jacque Mallender, director):  £15k
            N Khan (relative of Usman Khan, director):  £12k
            A Beale (Andrew Beale, director):  £10k
            M Lugon (Myriam Lugon, employee): £5k

»  Via the pre-pack sale, the assets of the original company were sold to four shell companies, which subsequently changed their names to match the names of the original company and its subsidiaries. (page 14)

The owners of these four companies were revealed to be RCapitalFlight & Partners and directors of the original Matrix company including Jacque Mallender, Usman Khan and Andrew Beale (who each immediately transitioned to remunerated, executive positions in the new company). 

DOCUMENT 2 - Letter to Creditors - 26 April 2012

6.6 MB

This letter, issued by Duff & Phelps and dated 26 April 2012, contains further details regarding the bankruptcy administration and pre-pack sale. Notable revelations in this document include:

»  £3m of debts owed to creditors were wiped out as a result of the pre-pack sale. (pages 29 - 37)
»  At least a half dozen minority shareholders were cut out as a result of the pre-pack sale. (page 36)

Pages 66 - 71 list the creditors affected by the bankruptcy and pre-pack sale, with their contact information.

»  Leading up to 5 March 2012 (the date of the pre-pack sale), Duff & Phelps earned over £174k. (page 20)
»  After 5 March 2012, Duff & Phelps earned an additional £96k. (page 22)
»  Duff & Phelps is due reimbursement for another £100k they paid to other firms they involved. (page 21)

The three amounts above total over £370k, just shy of the £400k proceeds of the pre-pack sale.

DOCUMENT 3 - Flight and Partners Recovery Fund Limited quarterly report - 31 March 2012

30.7 KB

This quarterly report was issued by Flight & Partners only three weeks after the pre-pack sale (which had occurred on 5 March 2012). See pages 3 and 4.

This report indicated the share ownership in the new Matrix company (TMKG Limited):

RCapital:  55.65%
Flight & Partners:  19.35%
Management:  25.00%

This report also indicated the new Matrix company's "budgeted revenues for the coming year are around £5m with budgeted EBITDA of around £1m." This is notable given that the original company's assets were sold via the pre-pack sale ― only three weeks earlier ― for only £400k (of which only £250k was cash).

Also notable is that all Flight & Partner investments listed in the report were made in conjunction with RCapital. Apparently, the two have a very close, exclusive relationship. RCapital, in turn, has had a relationship with Mallender going back to at least 2010.
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