Strike-off notices against LP Bonds plc (formerly London Property Bonds) and Bentley Global, reported here in mid-November, have been suspended by Companies House, after both notices received objections.
As is standard, the identity of who objected to the striking off is not known, but the obvious candidates are one of the companies’ respective creditors (including HMRC).
Both companies remain overdue with their annual accounts (by 16 months and 7 months respectively), a criminal offence carrying potentially unlimited fines for the directors personally.
In practice this is almost never enforced in the UK.
Had the striking off notices not been suspended, both companies would have been struck off the register and their assets forfeited to the Government. Companies House retains the right to resume the striking off process if either company continues to fail to file accounts.
Troubled bond issuer Minerva Lending plc was also briefly subject to a strike-off notice but this is to be suspended today, a week after being issued. Minerva, which advertised its unregulated bonds as “high fixed returns with the security of asset-backing“, has defaulted on repayments to investors and remains overdue with its annual accounts.
A year and three months after it fell overdue with filing its November 2018 accounts, LP Bonds plc (formerly London Property Bonds) has been issued with a strike-off notice by Companies House.
If the company continues to fail to meet its legal obligations and there are no objections, the company will be struck off the register and all its assets will be forfeited to the Government (though this can be reversed).
LP Bonds raised just under £500,000 from the public in bonds paying 8% per year in 2016, which are due for repayment next year.
This is the company’s third strike-off notice in its short history. The previous two related to failure to file up to date details of the company’s ownership (and were withdrawn after this was belatedly rectified).
In May 2019, just before the November 2018 accounts became due, the company used a loophole in the Companies Act to delay filing its accounts for three months, by amending the accounting year end date by a single day. This extended the May deadline to August 2019. Although there was nothing to stop LP Bonds using the year-end trick again last August, it apparently forgot to do so, thus it has been legally overdue for a year and three months.
London Property Bonds raised just under £500,000 from the public in 2016 in bonds paying 8% per year.
In mid-2018 they filed their first accounts up to November 2016, which revealed that the company had raised £495,000 and incurred costs of £479,000, and had £466,000 in net liabilities. Chairman Robert Holmes gave the company $500,000 worth of shares in an Anjouani bank to enable it to continue to trade, along with an “undertaking of unconditional support” lasting until May 2019 – which has just expired.
In January 2019 London Property Bonds was subject to a compulsory strike-off due to its failure to file accounts for November 2017. In March 2019 they finally filed accounts which stated that the company had been dormant from Nov16-Nov17, and its financial position was virtually unchanged. The strike-off was suspended.
Under Companies Act rules, LPB was due to file their November 2018 accounts by the end of May 2019.
However, at the last minute, on 28 May 2019, the company shortened its accounting period by one day. A loophole in the Companies Act means that it now has until August 2019 to either file its accounts, or use the loophole again. LPB previously used this trick in April 2017 to delay filing its first accounts.
Why London Property Bonds is unable to file its November 2018 accounts in a timely fashion is unknown.
The bonds are due for repayment in 2021.
London Property Bonds (renamed LP Bonds plc), which issued bonds worth £489,000 to the public, has been issued with the second strike-off notice of its short life. It has been overdue with its accounts since May 2018 and is also overdue with its confirmation statement (details of its directors and owners).
If the company continues to fail to meet its legal duties and no objection is received to the strike-off, the company will be removed from the Companies House register in March 2019 and all its assets will be forfeited to the UK Government. The directors also risk prosecution under the Companies Act.
Its last accounts disclosed that LP Bonds had received an undertaking of unconditional support from its owner Robert Holmes lasting until 31 May 2019. Why this support is not sufficient to enable the company to file accounts on time is not clear.
Its parent company, Holmes Investment Properties plc, has also been late with its accounts since September 2018. A few days before the end of September 2018, it used the accounting-period-shortening loophole to give it an extra three months to file accounts, but failed to file accounts or deploy the loophole again by December 2018, meaning it is now officially overdue and the loophole is no longer available.
London Property Bonds were promoted by Stoa Financial, which also promoted Providence Bonds (which collapsed with total investor losses) and Shenton Bonds (still trading after c. 70% of investors elected to roll over their maturing bonds in 2018).
Stoa’s sole director, Christopher Day, was also a director of Secured Energy Bonds (now in administration) and Independent Portfolio Managers (now in liquidation).