IPM liquidators report, FCA drops case despite £16m investor losses

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Independent Portfolio Managers facilitated two minibond investments which collapsed back in 2015 and 2016, Secured Energy Bonds and Providence Bonds, losing in the region of £8m each.

Independent Portfolio Managers was found ultimately responsible for the collapse of the unregulated investment scheme – ultimately passing the bill to the wider regulated financial industry and their customers – after the Financial Ombudsman Service found that Independent Portfolio Managers had misled investors through the literature it approved on the schemes’ behalf.

IPM was finished off by the zombie corpse of its former customer, after the administrators of Secured Energy Bonds put it into administration seeking £5.6 million.

The liquidators have now issued their second progress report.

It transpires that in 2016, IPM sold its minibonds business to a third party, a half-sister company whose majority owner was The Investors Partnership Limited, which also owned IPM. There is no sign that any consideration was paid for this business.

The liquidator’s lawyers contacted the purchaser, asking them what happened to the money. The purchaser cold-shouldered them.

Letters were sent to the purchaser and IPL requesting payment of the outstanding consideration. Weightmans LLP also requested further information from the Company directors regarding the Sale. The parties did not respond substantively.

£10,000 has been raised from a litigation funder to pursue the alleged missing consideration, with any proceeds to be split 50/50 with the liquidators and the funder.

The last bit of news from the report is that the FCA was carrying out an investigation into IPM’s misleading minibond promotions and its directors. The liquidators confirm that the FCA has closed its investigation and will not be taking any further action.

While it may have been responsible for “only” £15m in investor losses, a far cry from the collapse of a London Capital and Finance or even a Blackmore, the tale of Independent Portfolio Managers is significant due to the way it opened a new door for the general public to be put on the hook for unregulated investment schemes.

Both Providence Bonds and Secured Energy Bonds were unregulated investment schemes, with neither company authorised by the FCA. They needed an FCA-authorised firm to legally be allowed to promote their bonds to the public – which was IPM. When both schemes collapsed, the Financial Ombudsman initially refused to consider claims against IPM on the grounds that IPM worked for Providence and SEB, not the investors. The investors took legal advice and persuaded the FOS to reverse its stance.

IPM was inevitably found guilty of producing misleading literature and found liable for investors’ losses. As it had no funds whatsoever to meet those claims, investors’ claims were paid by the Financial Services Compensation Scheme, i.e. the general public via the levies on the regulated financial industry.

And so the precedent was set that as long as you could get an FCA-regulated company involved somewhere, the general public could be held liable for a collapsed investment scheme even if it was otherwise entirely unregulated.

But the FCA has apparently decided that there’s nothing more to be done and no case to answer. So that’s alright then.

Secured Energy Bonds moves into liquidation, still no news on IPM value

Secured Energy Bonds, which collapsed in 2015 owing £7.5 million to investors, has been moved from administration to liquidation.

Throughout the administration the administrators have recovered £289,000 from SEB’s assets, and spent almost all of it. £275,000 has been spent on the costs of the administration, mostly administrators’ fees (£85k), legal fees (£107k) and VAT (£43k).

Other than shares in BlueNRGY Group, which is still attempting to regain entry to the NASDAQ market and whose value is unknown, the main item on SEB’s books is an outstanding claim of £5.8 million plus costs against Independent Portfolio Managers, the FCA-authorised company that signed off SEB’s misleading literature.

IPM was placed into liquidation in November 2018. The administrators of Secured Energy Bonds, Grant Thorton, were also appointed liquidators of IPM in December 2018.

There’s been no public updates on the IPM liquidation since then. In their report on SEB, dated February 2019, the administrators say that investigations into the financial affairs of IPM are in their early stages, and it is too early to comment on whether there will be any realisations. IPM’s last accounts from March 2016, which reported net assets of only £130k, give SEB investors little hope of any substantial recoveries.

SEB investors may in any case no longer have any interest in the administration, as the Financial Services Compensation Scheme has begun paying out claims to them and investors in Providence Bonds.

The FSCS has confirmed that as of 12 April 2019, it has paid out a total of £373,900 in relation to claims against Providence and Secured Energy Bonds. While this is a small fraction of the c. £15 million invested across both companies, it has confirmed that “a large number” of claims are still in progress.

Secured Energy Bonds administrator seeks £5.6 million from the ashes of Independent Portfolio Managers

The administrators of Secured Energy Bonds have posted their latest six monthly update, which can be read in full on Companies House.

So far the administration has realised £288,579 in assets, of which £272,905 has been paid out in administration costs, predominantly the administrators’ own fees and the fees of their legal advisors (and VAT). According to a schedule in Appendix B, a further £169,842 has been incurred in legal fees to date but not yet paid out. Bondholders’ claims stand at £7.5 million.

SEB still owns 13,959,588 shares in BlueNRGY Limited, which has been attempting to gain readmission to the NASDAQ stockmarket for some years. BlueNRGY is now apparently undergoing yet another restructuring and whether its listing will be successful is unknown.

The administrators and their legal advisors Bird & Bird have identified a £5.6 million legal claim against Independent Portfolio Managers, who approved SEB’s literature and acted as a Security Trustee – and have been ordered to compensate SEB investors by the Financial Ombudsman.

A letter before action was sent by the administrators to IPM in November 2017. IPM responded to say they disputed the claim and didn’t have any insurance to pay it anyway.

The administrators therefore elected not to go to court and instead issued winding up proceedings against IPM, as a consequence of which IPM was put into liquidation about a week ago.

According to IPM’s last accounts filed March 2016, IPM had only £128,475 in net assets. As for how much is left nearly three years later, who knows, although the liquidators will eventually find out.

In addition, there is the small matter of SEB investors who have claims against IPM in their own right thanks to the Ombudsman awards – and also the Providence Bond investors who have similar claims. In theory, these would rank alongside SEB’s claim against whatever assets IPM has. Even if SEB and Providence investors are compensated by the Financial Services Compensation Scheme, when the FSCS compensates an investor the FSCS often takes their place as creditor of the collapsed company.

Although anything recovered by SEB from IPM could in theory pass to the bondholders, if you look at the legal costs incurred to date, the chances appear high that any recoveries will be swallowed up in legal costs.

Let the follically-challenged fight over a comb commence…

FSCS invites Secured Energy and Providence investors to submit claims over Independent Portfolio Managers

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About a month ago the Financial Services Compensation Scheme declared Independent Portfolio Managers in default, shortly after its liquidation.

The FSCS is now inviting claims from investors in Secured Energy Bonds and Providence Bonds.

There are potentially 2,000 UK customers that may be affected by the failure of IPM but the value of potential claims is still unknown. Many customers invested into one of two failed mini bonds which IPM had approved. We are aware that many former customers of IPM have outstanding complaints with the firm / Financial Ombudsman Service (FOS) prior to it failing.

I am not 100% clear on whether this means the FSCS will cover investors’ losses in full. The Financial Ombudsman certainly instructed IPM to cover investors’ losses in full (an empty order as IPM didn’t have any money) but whether the FSCS will pay out on the same basis has not been confirmed for certain. The phrase “the value of potential claims is still unknown” seems to leave this deliberately ambiguous.

It will probably become clear when claims have been processed and the FSCS has disclosed how much they have paid out.

While it would be great if investors recovered their losses in full, I stand by my earlier opinion that this is an absurd position. The FSCS was never designed to cover losses in unregulated investments. And if the FSCS pays out over IPM’s misleading literature, effectively this means that any unregulated investment can be covered by the FSCS if they find or create an obscure outfit with FCA authorisation to approve the literature – something that any outfit that has secured FCA-authorised status can do.

As we’ve seen with the adviser phoenixing scandal and numerous other dodgy entities which were given FCA authorisation, the FCA will authorise literally anybody.

Where does this end?

Independent Portfolio Managers goes into liquidation

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Independent Portfolio Managers, the minibond promoter which was hit by a slew of Ombudsman complaints for its role in the collapse of Secured Energy Bonds and Providence Bonds, has gone into liquidation.

When I last reported on the company in late October I overlooked that a creditor had already petitioned to wind up the company. This petition was heard two weeks ago, and the winding up commenced on 14 November.

Interestingly, the creditor who brought the petition against Independent Portfolio Managers was the administrator of Secured Energy Bonds.

The latest progress report of the Secured Energy Bonds administrator (filed June 2018) does not mention a claim against Independent Portfolio Managers, though it does refer to “a number of potential claims [which] have been identified and are being progressed”. The administrator did not give any further details due to the “sensitive nature” of these claims.

We should now see whether the Secured Energy Bond investor action group is right and I am wrong, and whether the Financial Services Compensation Scheme will pay out to those investors who brought complaints against Independent Portfolio Managers over its misleading literature. Though I would not be surprised if it takes the FSCS many months to make a decision on investors’ claims.

At time of writing Independent Portfolio Managers does not appear on the FSCS’ list of companies in default.

A progress update should be due from the Secured Energy Bonds administrator should be due in the next few months which may shed more light on what exactly the debt which put IPM into liquidation related to.

In other Providence Bonds related news, Jersey adviser Chris Byrne has been sentenced to seven years in jail for misleading investors about the risk inherent in Providence Bonds and other acts of fraud.

The court eventually decided that Byrne’s helping the police with their inquiries in Guernsey did not merit any reduction in his sentence.

Independent Portfolio Managers gets last-minute reprieve, status of compensation payments still unknown

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Four days before it was due to be dissolved over its failure to file annual accounts with Companies House, Independent Portfolio Managers has had the strike-off action against it suspended.

The reason the action has been suspended is not known for certain, but the most likely reason is an objection by a creditor. If IPM had been dissolved, all its assets (if any) would have become property of the UK Government.

As I previously covered, in July and August IPM was ordered by the Financial Ombudsman to compensate three investors in Secured Energy Bonds for its failings in producing Secured Energy Bonds’ literature, and for giving a false impression that Secured Energy Bonds were more secure than other unregulated corporate loan notes.

Since August 1st, no further decisions have been published by the Ombudsman relating to Independent Portfolio Managers, despite the numerous similar cases that potentially exist against IPM for its role in Secured Energy Bonds and Providence Bonds. Three potential explanations for this are:

  • those were the only three investors who complained (I find this a bit unlikely given the number of investors who lost money in the aforementioned bonds, who have a well-organised action group)
  • other Financial Ombudsman cases against IPM are still in the queue or being reviewed
  • IPM has given up contesting cases against it at Ombudsman level. Financial Ombudsman cases are initially judged by an adjudicator, after which the losing party can request a review by an ombudsman. A case is only published publicly at ombudsman-decisions.org.uk if it goes to ombudsman level. If the decision of the adjudicator is accepted by the losing party, it remains unpublished.

The investor action group has declined to comment on whether any investors have actually received payouts from Independent Portfolio Managers. Ostensibly their spokesman did not wish to discuss the matter with an anonymous writer. I have to wonder if the fact that I have a downer on their prospects of eventually being compensated by the Financial Services Compensation Scheme may also have something to do with it.

Independent Portfolio Managers Limited remains overdue with its annual accounts and Companies House may resume the strike-off process at a later date. The directors are in theory also open to criminal charges for failing to comply with their legal duties.

Is the FSCS about to make all unregulated investments risk-free?

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Betteridge’s Law of Headlines: Any headline that ends in a question mark can be answered with the word “No”.

As I noted earlier this week, in July and August Independent Portfolio Managers had what is bound to be the first of many Financial Ombudsman complaints awarded against it, for its role in approving the literature for the collapsed Secured Energy Bond investment.

It looks highly likely that similar awards against it will follow for its role in Providence Bonds.

In June 2018, the Financial Conduct Authority cancelled IPM’s permissions over an unpaid regulatory fee of £1,660 and 23 pence. The chance of IPM being able to meet the slew of claims against it, which could run into the millions, appears minimal.

Secured Energy investors still however appear confident that they’ll get their money back – on the basis that the Financial Services Compensation Scheme will pay up when/if IPM goes bankrupt.

At time of writing, the two test case investors have accepted the ruling, so IPM has now been ordered to pay. IPM is no longer an FCA-regulated company. If it fails to pay, investors have to go to the Financial Services Compensation Scheme. More delays, but eventually I should see my money back.

I hate to be ‘that guy’ towards investors who have suffered enough already, but if the FSCS compensates Secured Energy investors for their unregulated, ultra high risk investment, it will effectively turn the entire UK financial system on its head and mean that any unregulated capital-at-risk investment can be rendered risk-free for any investment below £50,000 (£100,000 for couples).

(This point appears to have been missed by the Guardian and other outlets which have covered this story; understandably, they have focused on the long emotional struggle of investors and not the detail of financial services regulation.)

How to make an unregulated investment risk-free (if the FSCS pays out over IPM)

  1. I launch Company X offering unregulated bonds offering returns of 8% per year for investing in whatever (let’s say crypto mining).
  2. Simultaneously my friend sets up Company Y and applies for FCA authorisation to conduct whatever regulated activity is the easiest to get FCA authorisation for.
  3. Once FCA registration is secured, my friend rubber-stamps my investment literature with the words “approved for the purposes of Section 21 of the FSMA by Company Y, which is authorised and regulated by etc etc”.
  4. Both of us ensure we are careless enough that there is a clear error in the investment literature – such as overegging “security features” to make the bonds appear less risky than they are (as with IPM).
  5. A few years later Company X goes bust. Investors complain to the Financial Ombudsman that the literature was misleading and Company Y should have spotted it.
  6. The Ombudsman upholds the complaints and awards redress against Company Y. Company Y goes bust.
  7. Investors claim to the Financial Services Compensation Scheme and get their money back (up to £50,000 per person).

There are, of course, already a total of three ways in which you can transfer liability for an investment scheme to the FSCS.

  1. Set up an authorised deposit-taker and issue retail deposits or cash ISAs (which are FSCS-protected). Problem: getting authorised as a deposit-taker involves extremely stringent regulation and capital adequacy requirements. Difficulty: Extreme.
  2. Set up a SIPP (Self Invested Personal Pension) firm and have investors invest in Company X via Company Y SIPPs, while failing to do adequate due diligence. (Note: rulings from the Ombudsman have been contradictory, but the recent direction of travel seems to be that the SIPP provider can be held liable.) Problem: getting authorisation to run a SIPP provider also involves stringent regulation and capital adequacy. Difficulty: Extreme.
  3. Set up a financial adviser and have it advise investors to invest in Company X. Problem: Getting authorisation to give advice requires passing a series of exams and obtaining professional indemnity insurance. Difficulty: Much lower than setting up a bank or a SIPP provider, but still high enough to prove a deterrent.

The crucial difference between these three types of firm and Independent Portfolio Managers is that they all involve a specific type of FCA permission that is quite hard to get.

However, any FCA authorised firm, regardless of what it is authorised to do, is permitted by the Financial Services And Markets Act to authorise financial promotions. There is no specific FCA permission for “authorising financial promotions”. If you’ve got any other FCA authorisation, you get that one chucked in as a freebie.

In turn, following the recent precedent, any FCA-authorised firm can be ordered by the Ombudsman to pay for authorising promotions that they shouldn’t have.

Lowering the bar

There are FCA permissions that are really not that difficult to acquire – for example, insurance mediation (which has been a favourite of firms illegally holding themselves out as financial advisers when they don’t have the specific authorisation) or debt counselling.

You still have to wait six months to a year for the FCA to consider your application, but if you are in the unregulated investment bond business, a waiting period of six months to a year is not much of a problem.

According to the FCA’s website, “positive indicators” which would make authorisation more likely include:

  • reading information on our website
  • making enquiries of the contact centre
  • seeking legal/compliance advice
  • being able to clearly articulate their regulatory obligations

This sounds not dissimilar to the basic requirements for passing a job interview.

You get the point. Getting FCA authorisation is not difficult as long as you pick the right kind of authorisation. The authorisation of firms like Independent Portfolio Managers rather proves as much.

This means that allowing any FCA-authorised firm to effectively transfer the liability of an unregulated investment to the Financial Services Compensation Scheme, by way of authorising a misleading or flawed promotion on its behalf which investors could then complain about, would represent an astonishing lowering of the bar to obtain FSCS coverage.

It is such a low bar that I can’t see why you wouldn’t do it, and make your investment far more attractive by lowering the risk at no cost to yourself. Hence my rather clickbaity headline.

Protected claims

But is it even likely? By my reading of the Financial Services Compensation Scheme rules, the answer is no.

As I have banged on about before, the liability of the Financial Services Compensation Scheme is strictly defined by the definition of a “protected claim”. All FSCS claims involve FCA-authorised firms but not all claims against FCA-authorised firms are covered by the FSCS. If I run an FCA-authorised company and commission my friend’s company to build me a £1 million solid gold swimming pool on the roof, and go bust without paying, my friend’s company has a claim against an FCA-authorised firm but not against the FSCS.

A complaint about a regulated adviser’s bad advice is a protected claim. So is a deposit-taker or a SIPP provider going bust. A claim arising from a complaint over the authorisation of investment literature is, as far as I can see, not included anywhere in the list of protected claims.

At this point of course, this is just my interpretation. It will be the Financial Services Compensation Scheme that decides when/if Independent Portfolio Managers eventually goes to the wall.

The regulated financial industry has long chafed against the cost of FSCS levies, on the grounds that the good guys have to pay for the bad. Making it much easier to get unregulated investments covered by the FSCS would inevitably lead to higher FSCS levies, and increase costs for the vast majority of consumers who use mainstream regulated financial services (who always pay in the end when investors in unregulated investments are bailed out).

If the FSCS does pay out over Secured Energy Bonds and Providence Bonds – even where no SIPPs were involved and no financial advice was involved – we can expect a huge backlash from the regulated world.

More likely is that the FSCS will reject the claims, and the Secured Energy and Providence investors will finally be allowed to come to terms with the loss of their investments.

Ombudsman orders Independent Portfolio Managers to compensate for unregulated bond collapses – will they pay up?

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Independent Portfolio Managers played a crucial role in the collapse of two unregulated bonds, Secured Energy Bonds and Providence Bonds.

Independent Portfolio Managers was an FCA-regulated company that issued financial promotions on behalf of Secured Energy and Providence. Without those FCA-regulated promotions, Secured Energy and Providence could not have been promoted to UK investors.

After those two bonds collapsed with total losses, investors in both Secured Energy and Providence made formal complaints to first Independent Portfolio Managers and then the Financial Ombudsman.

Just over a year and a quarter since it accepted the cases, The Financial Ombudsman has now began issuing rulings.

In three separate cases published in June and August, all three of them regarding IPM’s production of literature for Secured Energy Bonds, it has deemed that IPM was at fault for approving the promotion, and that it is responsible for investors’ losses, as they would not have invested if IPM’s promotion had not misled them into thinking that Secured Energy Bonds were “relatively safe”.

IPM must therefore repay their full investment (minus any interest received before Secured Energy’s collapse), plus interest.

Given that the FOS initially refused to even consider the cases on the basis that Secured Energy Bond investors were not customers of Independent Portfolio Managers, the FOS decisions represent an impressive victory for Secured Energy investors.

It seems nearly inevitable that the Ombudsman will also rule in favour of Providence Bond investors, assuming they also have complaints making their way through the system, as the circumstances were very similar.

However, I suspect that this may well turn out to be a Pyrrhic victory. I have previously noted that Independent Portfolio Managers’ last accounts (March 2016) state that it has net assets of £128k. Losses in Secured Energy and Providence total £15 million. Despite exercising its right to a six-month extension, Independent Portfolio Managers is now three months overdue with its accounts and there is an active proposal to strike off the company as a consequence.

Whether Independent Portfolio Managers has actually paid any of the Ombudsman’s awards against it is unknown.

The full ruling in the latest decision DRN0142726 is worth reading for anyone involved in the unregulated bond sector. In particular, the Ombudsman castigates IPM for portraying the “security features” of the bond, including the appointment of a Security Trustee and the fact that the bond was backed by SEB’s parent, CBD Energy in Australia, as if it made the bond less risky.

  • The invitation document did say there was a risk the security given to the Security Trustee and the guarantee given by CBD Energy might not be sufficient to repay the bondholders.
  • But the Invitation Document also gave the clear impression to potential investors that the Secured Energy Bond was a relatively safe investment in which investors had the protection of additional security measures making the investment less risky than other mini-bonds.
  • However CBD Energy was not, according to the information in the Invitation Document, in a strong enough financial position to be able to repay bondholders on demand if called to do so under the guarantee it gave.
  • And the Security did not have any mechanism to enable the Security Trustee to prevent SEB from disposing of secured property which was a fundamental flaw. It meant the Security Trustee could not prevent SEB from paying most of the money raised for investing in solar projects in the UK to its parent in Australia – who then went bust.
  • […] The Security system was not fit for purpose. The SEB bonds were no more secure, or less risky, than other non-secured mini-bonds.

Other issuers and promoters of unregulated bonds who heavily feature “security features” such as asset-backing and Security Trustees in their literature should take note.

Secured Energy Bonds administration continues to drag on – no funds recovered for investors

Secured Energy Bonds raised £7.5 million from investors promising returns of 6.5% per annum. In 2015 the company went bust and administrators were appointed.

The administrators published their latest progress report on 3rd January.

The report makes it clear that it is extremely unlikely that investors will see a penny of their money back. In total, the administrators have recovered £109,000 net from Secured Energy Bonds plc, after legal and other costs. The administrators’ costs currently stand at £561,000, none of which has yet been paid.

This means that as it stands, the costs of the administrator (who always stands first in the queue) will swallow up all of the money recovered from Secured Energy Bonds, and the investors will receive nothing.

It seems extremely unlikely that any further assets realised by the administrators will be sufficient to cover the costs they have already incurred, and any further costs that will be clocked up as the administration continues.

The claim that these bonds were “asset-backed” was, as with Providence Bonds which collapsed a year later in 2016, completely worthless.

Sale of SEB’s assets

In 2017 the administrators managed to sell two of SEB’s subsidiaries, SEB Mercury and SEB Venus, for £203,150. The sales process was protracted due to the initial preferred purchaser withdrawing after conducting due diligence.

£17,197 was received in final dividends from interests in CBD Energy Limited and Westinghouse Solar Pty Ltd, which also went bust.

The administrator also received 13,959,588 shares in BlueNRGY Group Limited. Whether these are of any value depends on whether BlueNRGY manages to successfully relist itself on NASDAQ – in its latest SEC filing it states “there is no assurance that we will be successful in doing so”.

Ongoing Financial Ombudsman case

Investors in Secured Energy Bonds have launched a Financial Ombudsman complaint against Independent Portfolio Managers, over its role in promoting and acting as “Security Trustee” for Secured Energy Bonds. Initially, the Ombudsman declined to consider the complaint on the grounds that the SEB investors were not customers of IPM, but it reversed this decision in 2017. When the Ombudsman will issue its ruling is not known.

Embattled mini-bond promoter Independent Portfolio Managers delays filing accounts by six months

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Independent Portfolio Managers Limited hit the headlines due to its role in the promotion of two failed unregulated bond issuers – Secured Energy Bonds and Providence Bonds, both of which went bust and lost all the investors’ money.

In November last year the company agreed with the FCA to cease all regulated activities.

On 30 December, the date IPM’s accounts were due to be filed with Companies House, the company instead elected to extend its accounting period by the maximum six months. This means it will now not have to file updated accounts until 30 June 2018. UK companies are permitted to extend their accounting period by up to six months providing they are not already overdue and haven’t already done this in the last 5 years.

IPM is currently the subject of multiple Financial Ombudsman complaints in regard to its role in approving the literature issued by Secured Energy Bonds and Providence Bonds. Neither Secured Energy Bonds nor Providence Bonds were regulated, so the bonds could not legally have been promoted to investors without an FCA-regulated firm to approve their literature – which is where IPM came in.

The FOS said initially that it would not consider the complaints as the Secured Energy and Providence investors were not customers of IPM. However they reversed that stance in April 2017, and are currently considering the complaints. How close we are to the Ombudsman giving a verdict is unknown.

What is also increasingly unclear, thanks in part to IPM staving off the date it has to file it accounts, is whether IPM has sufficient resources to meet investor claims to any meaningful extent. In its last accounts (March 2016), now two years old, it declared net assets of £128k. Investors are believed to have lost a total of £15 million in Providence and Secured Energy bonds.

We await the outcome of the FOS cases with interest. In the meantime, investors in Providence Bonds and Secured Energy Bonds can contact the relevant Investor Action Group on providencebonds.iag@gmail.com and secured.energy.bonds.iag@gmail.com.

Investors should be extremely wary of anyone who asks them for money and claims they can recover any part of their investment, and should read up on fraud recovery fraud. By all means consult a regulated reputable solicitor, but be wary of throwing good money after bad.