This article was written by the previous owner of bondreview in January 2021. It is being published because now that High Street GRP Ltd is in administration it will be interesting to see whether or not the prophecies came true. This article is 15 months old so it will obviously have been overtaken by events later in 2021.
Safe Or Scam has written two articles on the High Street GRP Ltd administration on its blog page.
Jan 2021 Article
On the turn of the year, High Street Group, which had already been overdue with its 2018 accounts by 15 months, fell overdue with its 2019 accounts as well.
Private limited companies must by law file accounts with Companies House nine months after the end of the accounting year. This deadline was temporarily extended to twelve months due to lockdown. High Street Commercial Finance Limited and High Street Grp Limited fell overdue with their December 2018 accounts in September 2019 and are now also overdue with their December 2019 accounts.
The company has repeatedly blamed the pandemic for both failure to repay investors’ money on time and for its failure to file accounts. Why the three month extension given by the Government to all businesses is not enough for High Street Group, and what this has to do with their December 2018 accounts which were overdue months before the pandemic started, has never been fully explained.
The company continues to secure positive coverage from local news outlets and endorsements from government officials, despite its offences against the Companies Act, following the completion of HSG’s Hadrian’s Tower, now the biggest feature on Newcastle’s skyline.
Cllr Ged Bell, Newcastle City Council cabinet member for Employment and Culture, said: “Hadrian’s Tower was incredibly ambitious, but it has set the standard for modern, luxury living in Newcastle and now has pride of place on the city’s increasingly-impressive skyline.
Sarah Green, Chief Executive of NewcastleGateshead Initiative [quango for promoting Newcastle and Gateshead commerce and tourism], said: “Hadrian’s Tower brings luxury accommodation coupled with concierge service to the heart of our city centre. This development demonstrates the quality of life our city can offer and helps position the region as a great place to relocate, as businesses and people re-consider their options post Covid.
“This investment by High Street Group is a signal of confidence in the region’s resilience as we look towards the future and I am sure, when it is safe to do so, there will be many celebrations at the top of Hadrian’s Tower in Newcastle’s first champagne bar at sky level.
Flats in Hadrian’s Tower were already being sold to investors before the ribbon was cut, marketed by property agents as offering “7% net yield guaranteed for 5 years”.
Is high street honour our loan note paymentys and share issue respectively
need more clarification as gthey have failed to honour maturing loan notes
[Comment deleted. -Brev]
I thought they were supposed to be doing a debt for equity swap using FCA Regulated companies but this never happened because of failure to produce accounts despite telling everyone that a major accounting company was preparing them!
It is a major worry along with postponing payouts on loan notes. HSG should release a statement to investors outlying their financial position.
[Comment deleted. -Brev]
So this is where all investors was diverted
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What assets, what is everyone on about. We invested in a firm that promised us 20% interest and we are shocked it’s not happened?
Of course they have assets.
They purchased an “investment” sometime during 2016 for £100,101. It was tremendous investment as by the 2016 year end the directors valued the investment at £26,025,000. By the end of 2017 the investment was assessed by the directors to have grown further to £41,025,000. If the investment increased by similar values in 2018, 2019 and 2020 it could now be worth nearly £100 million.
Thats a huge asset base and very impressive by any standards – yes there is just the small snag of having someone qualified independently value the investment at that value or indeed find someone to purchase it at that – but lets be reasonable its just one snag.
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OMG! High Street GRP Limited has submitted its accounts to Companies House for the year ended 31st December 2018. Incredibly late. The only problem is that we may have to wait up to 5 days for Companies House to make them available! I am sure they will not be audited and they will probably continue the “fairy story” that is HSG but I am in need of a good laugh so I am looking forward to reading them. Still no accounts for High Street Commercial Finance which is the entity that has taken in funds from investors.
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Mustafa – they are not boring at all, they are dramatic. As I said in the comments on the other article the auditors have given an “adverse opinion” saying the accounts “do not give a true and fair view of the state of the group’s affairs”.
In the language of auditors that is as bad as it gets.
Disaster Strikes!
Here are a few highlights from the 2018 accounts of High Street GRP Limited:
(1) PwC were going to audit the accounts but resigned and Haines Watts have signed the accounts.
(2) Haines Watts have issued an adverse opinion stating that the accounts do not give a true and fair view of the Group’s affairs as at 31st December 2018!
(3) The loss from continuing activities was £4.2 million
(4) Loss on discontinued operations (High Street Commercial Finance) was £20.3 million.
(5) Loss for the period was £24.5 million.
These losses occurred despite the successful and profitable sale of the Milton Keynes development to Grainger and the sale of a development to Cording!
(6) Equity shareholders funds were negative £9.1 million.
(7) The Group has recognised a profit on the “disposal” of High Street Commercial Finance to Gary Forrest of £49.95 million. The assets were sold to Gary for £1 but the transfer “eliminated” over £49 million in liabilities from the Group accounts and therefore “generated a profit” of this amount. Without this transfer High Street Grp would have had a negative balance sheet of minus £58 million!!!
NOTE: High Street Commercial Finance is no longer part of High Street Grp and the liabilities of High Street Commercial Finance are no longer recognised by the Group. It is my opinion that for the accountants to have accepted this position they must have been satisfied that the debt holders in High Street Commercial Finance have no recourse to the assets within the High Street Group! I assume that the security trustee must have agreed to this! Why? IT IS TIME FOR THE CREDITORS OF HIGH STREET COMMERCIAL FINANCE TO APPLY TO THE COURTS FOR IT TO BE PUT INTO ADMINISTRATION. The Administrators of High Street Rooftop Holdings Limited are in the process of attempting to recover £26 million plus interest from other subsidiaries within the High Street Grp and it is important that debt holders in High Street Commercial Finance are also involved in this process. There may well be some profits and cash surpluses from Hadrians Tower and Middlewood Plaza in Salford and debt holders in High Street Commercial Finance need to try to obtain some of this if they can! It may be very difficult to find an Administrator willing to act as they may perceive the ability to recover funds to cover their fees is too low. The transfer of the shares in High Street Commercial Finance to Gary needs to be reviewed to see whether it “broke” any of the conditions of the funding agreements with the debt holders in High Street Commercial Finance. The only way to analyse all of this is to appoint Administrators.
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*********** attention all creditors the group website is back live lets get behind them and take action before it is too late ***************
https://www.thehighstreetgroup-creditors.com/home
[Comment deleted. -Brev]
Pradeep,
Your debt is owed by High Street Commercial Finance (“HCF”) and NOT High Street Grp (“HSG”)! HCF is no longer part of HSG ! It was sold to Gary Forrest for £1 on 1st January 2019 according to the auditors and Companies House filings. On the face of it you and the other investors that lent funds to HCF no longer have any direct recourse to HSG. What did HCF do with the funds you lent it? Well first of all they paid large commissions to various introducers and then it lent what was left to HSG or various subsidiaries to finance their operations.
HCF will only be able to repay you and everyone else if HSG repays the loans with interest to HCF. You supposedly had security over the assets in HSG but this no longer appears to be the case. The loans that HCF made to entities within the HSG need to be repaid in order for you to receive any return of your funds. However, at the end of 2018 HSG had debts of more than £90 million and its liabilities exceeded its assets. Some commentators would argue that it was insolvent but has continued trading regardless which would be illegal if proved.
What is clear from these accounts is that HCF when it was sold to Gary on 1st January 2019 had a negative net worth of over £49 million. HCF must be insolvent. I cannot see how it cannot be! It lost £20 million in 2018 according to these HSG accounts although HCF has not published accounts since the year ended 2017 which is a criminal offence. Some commentators could also argue that HCF was already insolvent in 2017. If it can be shown that HCF has been trading whilst insolvent the Directors will be personally liable for its liabilities and you could seek recourse from them i.e. Gary.
It is vital now that Administrators are appointed to HCF so that they can try to recover the loans made to HSG entities asap. This is what the Administrators of High Street Rooftop Holdings are already doing and you are in danger of losing out as a result.
[Comment deleted. -Brev]
Be very interested to hear Brev’s take on it. From a layman’s point of view it looks worrying.
Mr Brambles
I have joined the group using the form but have not yet received any email from your side
Questions
Have any investors provided finance to High Street Commercial Finance(“HCF”) in 2019 or 2020?
The accounts just published for High Street GRP Limited show that HCF ceased to be part of the High Street Group on 2nd January 2019. If investors provided funds on the basis that they were told that HCF was part of the High Street Group they may have been misled and this could be one basis for action against HCF and others.
It is clearly possible to argue that HCF has been insolvent since at least 2016 and maybe even longer.
HCF was very significantly loss making in both 2016 and 2017. Losses in 2017 amounted to around £12 million. The balance sheet in both years remained positive because of the Directors fair value assessment of investments. This is complete nonsense. Note 4 to the accounts of 2017 show that the Directors of High Street GRP “allocated” group assets to HCF i.e. assets that were owned by other entities. You cannot do this. These assets were owned by other group companies and various lenders to the various group companies had charges over them. To” allocate” £21.5 million to HCF in 2016 and £34.22 million in 2017 is false accounting in my opinion. These assets were not owned by HCF and should not have been on its balance sheet. Without these spurious entries the balance sheet of HCF would have been very significantly negative in both years and with its significant trading losses it would have been clear that HCF was insolvent all those years ago and should not have been taking on more debt to investors. If this can be proved in court the Directors of HCF would be personally liable for all of its debts.
The latest accounts for HSG show that there was a removal of liabilities of over £49 million as a result of the “sale” of HCF to Gary. In twelve months HCF has supposedly gone from positive net assets of £13.5 million to negative net worth of £49 million a reduction in value of more than £62 million. WOW!
What the accounts of HSG show is that the discontinued activities of the Group lost more than £20 million in 2018. These discontinued activities are HCF. At the end of 2018 HCF had negative net worth of £49 million and had lost £20 million (mostly interest owed to investors) in that twelve month period of 2018. How can it not be insolvent?
Surely it is time for the FCA and the SFO to look into this?
New article: High Street Group finally files holding company accounts, bondholders jettisoned from group
Brev,
Having reviewed the accounts of HSG I can find no mention of the “guarantee”/debenture to the debt holders of HCF. It is not there. As I understand it if it still exists it would have to appear at least in the notes to the accounts. It is material and if it is valid and still in place it is vital to a proper assessment of the assets and liabilities of HSG. Either it has not been disclosed to the auditors OR the auditors are satisfied that it no longer applies or maybe never did! If it is valid the accounts of HSG are misleading and incomplete. If it is not valid the debt holders in HCF need to know and it would strengthen the case for miss-selling and even fraudulent misrepresentation.
What is clear from these HSG accounts is that HCF lost more than £20 million in 2018 and had a negative balance sheet of more than £49 million. What is your view on question of HCF’s insolvency and the implications for debt holders in HCF? Why do you think the FCA and SFO have taken no action?
I don’t have much insight into HCF’s current financial position. Especially as it is behind with its legally required accounts.
However, any loan to an obscure small company is extremely high risk with an inherent risk of 100% loss. If the company is defaulting on its debts to investors, or if it is failing to file legally required accounts, or if what moth-eaten accounts it has filed indicate very large net liabilities, or any or all of the above, that risk rises.
I can’t speak on behalf of either organisation, but running a business that is tens of millions of pounds in the red is not illegal. If HSG collapsed and investors lost every cent, in itself that wouldn’t be illegal either. (Here we’re keeping its financial position separate from its failure to file accounts on time, which is illegal.)
It would be in character for the FCA to deploy its “regulatory perimeter” between it and HSG, i.e. “it’s unregulated so its not our problem”. How HSG’s loan notes are marketed by its introducers, and whether HSG’s loan notes are sold solely to high net worth and sophisticated investors, very much is the FCA’s problem, but the kind of problem they’ve proven themselves to be very bad at dealing with (see the Gloster Report).
From an investor’s perspective, if you invest in unregulated investment schemes like HSG you’re on your own. If regulators act it’s frequently after the event if ever.
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