Peter MacLean, some time Chairman of Fox IT Holdings Limited, until recently parent company of Fox IT Limited and previously 365iT plc – has now dragged Licensed Insolvency Practitioners, MBI Coakley Limited, into the great 365iT plc scam ( although they seem unaware of the chequered history of MacLean and 365iT plc ). MacLean’s long time mates at Moore Blatch solicitors in Southampton sent out a letter to shareholders on the 3 July 2012 saying that there would be a General Meeting of the shareholders on the 2nd August 2012 at which a proposal to wind up the company voluntarily would be put to the members i.e. shareholders .
( This means that MacLean would basically put his proposals to himself, Pieter Hooft  of LMS Capital and Derek King of South East Venture Growth Fund – as they were the majority shareholders before and after the sale of 365iT’s companies to themselves ).

So, a company ( Fox IT Holdings Limited ) which sometime earlier had sold nearly all of  it’s assets ( companies like e.g. 5i Limited )  to another company ( LMS Capital – where Pieter Hooft is M.D. UK Investments – he is listed as a Director of  365iT plc ) and the holding company of which MacLean was also a Chairman ( 365 it services Limited ) and a shareholder,  was now being put into Members Voluntary Liquidation despite the fact MacLean himself had been paid £millions out of it only recently, it had no creditors ( because they had all been paid off  when LMS Capital bought the companies ) and the Directors of Fox IT Limited had just done an M.B.O. of Fox I.T. Limited from Fox I.T. Holdings Limited( See Press Release below ).

In fact it turns out that ( according to Fox IT Limited ) the date of the Members Voluntary Liquidation was delayed firstly to allow the M.B.O. of Fox I.T. Limited to take place and secondly ( according to MBI Coakley ) to enable the preferential shareholders to do some fine tuning to the arrangements so that they could get nearly all of the money available in the company’s accounts leaving virtually nothing for the Ordinary shareholders.

The preferential shareholders are not listed but we can take an educated guess that they include LMS Capital, Peter MacLean and South East Growth Venture Fund. Yes folks, Peter MacLean gets even more money !!

Let’s summarise shall we ???? Most of the company’s that were in 365iT plc ( was Impera plc ) and became Fox IT Holdings Limited are now in 365 IT Services Limited which is a company owned by LMS Ventures ( Where Pieter Hooft is on the Board ) AND Peter MacLean ( who is Chairman of 365IT Services Limited ). It is run by Peter Howells, former M.D. of 5i Limited.

So basically, MacLean and LMS Capital sold these companies to themselves. ( Not sure if Derek King and South East Growth Fund is involved in LMS Capital or 365 IT Services Limited )

MBI Coakley have been presented with a nice neat set of accounts which show that everyone has been looked after except the Ordinary shareholders in Impera plc ( as was ) / 365iT plc /Fox I.T. Holdings Limited. There is virtually nothing left for them.

The terms of the arrangement to sell 365iT plc’s companies to themselves remain a mystery.

The people that got paid out when LMS Capital bought these companies remain a secret.

The terms of the sale of Fox IT Limited to it’s Directors are also a mystery.

I have been inundated with Ordinary shareholders calling me. Some of whom have been working with or for Peter MacLean since the early days. None of them have a good word to say about him.

The investigations continue.

Fox IT Limited MBO Press Release

Fox IT: Management Buy-Out

Fox IT Limited, the leading independent UK based IT Service Management specialists, has

been the subject of a full and exclusive management buyout with effect from 24th August,

2012. The current management team of Andrew Gray (Finance Director), Mike Darkens

(Consulting Director) and Ashley Bassett (Sales Director) have purchased in full the shares

from the parent company, Fox IT Holdings Limited (formerly 365iT Plc.) and will form the

new board and operational directorship of the business. The acquisition retains all current

operational and delivery UK based staff as well as its global partner network covering 25

countries and 125 accredited Service Management consultants.

Since 1981, Fox IT, formerly Ultracomp, has assisted over 500 organisations and 200000

individuals on their journey to transform IT Services in order to deliver greater business

value through accredited training reinforced with assessment and implementation tools and

services. This management buyout facilitates a strengthening of Fox IT’s core business

focus and portfolio in supporting organisations through all phases of their continual service

improvement journey.

Ashley Bassett commented “I believe this is great news for our Clients, employees and the

ITSM Industry. We’re genuinely excited and confident that the buyout provides the

opportunity for Fox IT to continue being the partner of choice for Service Improvement and

transformation programs. Since its involvement in the inception of ITIL® and ISO/IEC

20000, Fox IT has continually been at the forefront in establishing, the advancement and the

practical application of Service Management best practice through thought leadership,

content provision and service delivery. Whilst continuing to support organisations with their

core training needs a key focus and challenge for the new Board of Directors is to provide

our Clients with practical education, guidance and tools to accelerate the translation of their

significant training investment into tangible business benefits.

The Fox IT brand has already seen a shift from being purely a world leading ITSM training

company to one of supporting our Clients’ service improvement programs providing

consulting and resourcing services, process development tools, bespoke training offerings

and strategic mentoring and guidance for maintaining service quality. Therefore, Fox IT is

well positioned to meet this change in demand. Part of our new mission is to raise the

profile of ITSM to meet and deliver business objectives”

Mike Darkens added “The success of the business is based on the core attributes of our

people, their experience and energy. This has led to the positive results we have delivered

consistently to our clients and through adding to our strong relationships, we can continue

the current trend of business growth.”

ITIL ® is a registered trademark of the Cabinet Office

http://www.businesslink.gov.uk/bdotg/action/detail?itemId=1084615740&type=RESOURCES – Members Voluntary Liquidation Details.

Peter MacLean, who recently put Fox IT Holdings into administration ( although he kept his name off all the paperwork ) and is Chairman of the company that trades as 365 IT Services ( http://www.365itservices.co.uk/about/ – the so called trusted IT Partner for British Business – LOL !! ) has a web of Directorships that defies belief but explains quite a bit.

see here http://company-director-check.co.uk/director/915777314 and at the bottom of this blog.

Interestingly – well at least to me – he resigned from the Board of Fox IT Limited in October 2011. It is Fox IT Holding Limited that was put into administration a couple of days ago. 365 ITMS Limited and 365 Technology Limited are still in operation ( to do with 365itservices ) and just look at the 365 IT Subco’s – 365 IT SUBCO No 1 LIMITED and 365 IT SUBCO No 2 LIMITED.

This is the sort of scheming that clients of 365 itservices (  http://www.365itservices.co.uk/about/ ) can expect. 365 Technology Limited and365 ITMS are both registered at Napolean House, the offices of 365iT and the old offices of 5i Limited.

So, it’s really a similar situation to 365 IT where you have subco’s set up just in case of ?????????

Well who knows but probably another planned administration ( creditors and clients beware ) .

The real question of course is how Fox IT Holdings could be put into administration shortly after Peter MacLean took £Millions out of it and when all the creditors were paid off. Source: Leter from Peter MacLean.

Peter MacLean’s Directorships:

Director Summary Peter MacLean has 21 company director or secretary appointments. Short name – Peter MacLean Director ID : 915777314 Year of Birth: 1948 Address Napoleon House Riseley Business Park Riseley Reading United Kingdom RG7 1NW
	Company Summary Company Name Company Status 365 ITMS LIMITED Active NSD HARROGATE LIMITED In Liquidation 365 TECHNOLOGY LIMITED Active FOX IT HOLDING LIMITED Active PHINDA MANAGEMENT LIMITED Active FOX IT LIMITED Active (Director Resigned 24/10/2011) 365 IT SUBCO NO.1 LIMITED Active (Director Resigned 22/09/2011) IMPERA LIMITED Active (Director Resigned 22/09/2011) IMPERADATA LIMITED Active (Director Resigned 22/09/2011) 365 IT SUBCO NO.2 LIMITED Active (Director Resigned 22/09/2011) SECURE NETWORKS UK LIMITED Active (Director Resigned 22/02/2011) NEXTAROMA LIMITED Active (Director Resigned 20/12/2006) EUROCHECK LIMITED Active (Director Resigned 20/12/2006) W. E. L. GROUP LIMITED Active (Director Resigned 20/12/2006) ISG TECHNOLOGY LIMITED Active (Director Resigned 20/12/2006) WEBB ELECTRONICS & COMMUNICATIONS LIMITED Active (Director Resigned 20/12/2006) INFORMATION SYSTEMS GROUP LIMITED Active (Director Resigned 20/12/2006) CORPORATE SOLUTIONS GROUP LIMITED Active (Director Resigned 20/12/2006) ISG WEBB EMPLOYEE BENEFIT TRUST LIMITED Active (Director Resigned 20/12/2006) ISG TECHNOLOGY HOLDINGS LIMITED Active (Director Resigned 20/12/2006) GSIG CENTRE LIMITED Dissolved
	365 ITMS LIMITED Appointment Date: 22/09/2011 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login NSD HARROGATE LIMITED Appointment Date: 05/11/2008 Position: Director Occupation: Director Company Status: In Liquidation Address: 4 CARTEL BUSINESS CENTRE STROUDLEY ROAD BASINGSTOKE RG24 8FW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login 365 TECHNOLOGY LIMITED Appointment Date: 21/08/2008 Position: Director Occupation: Director Company Status: Active Address: NAPOLEAN HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login FOX IT HOLDING LIMITED Appointment Date: 18/03/2005 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login PHINDA MANAGEMENT LIMITED Appointment Date: 27/02/2001 Position: Director Occupation: Director Company Status: Active Address: STEVENTON MANOR STEVENTON HAMPSHIRE RG25 3BE GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login FOX IT LIMITED Appointment Date: 29/10/2010 Resignation Date: 24/10/2011 Position: Director Occupation: Director Company Status: Active Address: CHESTER HOUSE 76-86 CHERTSEY ROAD WOKING GU21 5BJ GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login 365 IT SUBCO NO.1 LIMITED Appointment Date: 09/04/2009 Resignation Date: 22/09/2011 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login IMPERA LIMITED Appointment Date: 21/08/2008 Resignation Date: 22/09/2011 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login IMPERADATA LIMITED Appointment Date: 04/08/2008 Resignation Date: 22/09/2011 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login 365 IT SUBCO NO.2 LIMITED Appointment Date: 04/12/2007 Resignation Date: 22/09/2011 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login SECURE NETWORKS UK LIMITED Appointment Date: 15/08/2007 Resignation Date: 22/02/2011 Position: Director Occupation: Director Company Status: Active Address: NAPOLEON HOUSE RISELEY BUSINESS PARK, BASINGSTO READING RG7 1NW GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login NEXTAROMA LIMITED Appointment Date: 20/09/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login EUROCHECK LIMITED Appointment Date: 20/09/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login W. E. L. GROUP LIMITED Appointment Date: 20/09/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login ISG TECHNOLOGY LIMITED Appointment Date: 22/02/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login WEBB ELECTRONICS & COMMUNICATIONS LIMITED Appointment Date: 22/02/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login INFORMATION SYSTEMS GROUP LIMITED Appointment Date: 22/02/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW208RY TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login CORPORATE SOLUTIONS GROUP LIMITED Appointment Date: 22/02/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login ISG WEBB EMPLOYEE BENEFIT TRUST LIMITED Appointment Date: 05/01/2006 Resignation Date: 20/12/2006 Position: Director Occupation: Company Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login ISG TECHNOLOGY HOLDINGS LIMITED Appointment Date: 15/03/2005 Resignation Date: 20/12/2006 Position: Director Occupation: Director Company Status: Active Address: ASHMEAD HOUSE EVERSLEY WAY CRABTREE OFFICE VILLAGE EGHAM TW20 8RY GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login GSIG CENTRE LIMITED Appointment Date: 02/01/2004 Position: Director Occupation: Executive Chairman Company Status: Dissolved Address: NORTH HOUSE, 198 HIGH STREET TONBRIDGE KENT TN9 1BE GB Directors and Secretaries Load Officers Company Accounts: To view financial summary login

Peter MacLean used to refer to himself as Chairman of 365iT plc which was the holding company of Fox IT and recently became Fox IT Holdings as part of MacLean’s big plan.  Shareholders in MacLean’s companies are always kept in the dark, unless they are a big shareholder like LMS Capital.

How did Fox IT get to be put into administration at this stage in the game ??? The short answer is that probably MacLean wanted to put it into administration.

MacLean’s name was not on the letter sent out to shareholders of Fox IT Holdings. This is probably because he wants to avoid being seen as the person who first of all sold 365iT Plc’s crown jewels to LMS Capital ( when LMS Capital was not supposed to be buying anything but was going to be split up ) and then shut down Fox IT Holdings and it’s only company Fox IT.

The whole scheme is deliberately very complicated. What readers should most of all take from this is to ensure that they don’t get into any business dealings with MacLean. Don’t invest in any company in which he is involved; sell your company to any company that he is involved in or buy any company that he is involved in. You will not be able to believe anything that is said to you.

At the moment he is hovering around as Chairman of 365 it services ( which is basically owned by LMS Capital and MacLean and run by Peter Howells, former M.D. of 5i Limited ) and is still actually the Chairman of Fox IT Holdings, the owner of Fox IT, although as previously mentioned his name did not appear on the letter to shareholders telling them that Fox It was being put into administration. ( Creditors and partners of Fox IT should note that Fox IT is the only asset owned by Fox IT Holdings ).

So, the story is basically this: After a period when information provided to 365iT plc shareholders reduced to virtually nil they were suddenly told that most of the companies in the 365iT plc group were being sold to LMS Capital. Interestingly it turned out that MacLean was the only one to get paid back out of the money that LMS Capital paid for the 365iT plc companies and that then he put money into the new 365it services group owned by him and LMS Capital. Clearly he and someone at LMS Capital had arranged this deal.

Shareholders were then told that they would be informed about the ” future ” of 365iT plc and it’s only company Fox IT. Now lets bear in mind that 365iT plc was free and clear of all debts so all that was required was for Fox IT to trade profitably for the group to be profitable. But NO !! after a short period MacLean announces that there will be a change of name from 365iT plc to Fox Holdings Limited. ( The sale of the companies to LMS Capital did not, apparently, require the approval of all shareholders but the change of name did ??? ). This seems to be so that the LMS Capital owned company could trade as 365 it services or similar. Then in the last month shareholders were informed that the decision was that Fox IT would be put into adminstration. So a company completely free of debt and profitable suddenly needs to be put into administration. Well, there’s a surprise.

The fact that MacLean’s name is not on any of the paperwork is probably to do with the fact that he does actually realise that there is such a things as a Director’s fiduciary duty. He could well be called to account to explain how and why he sold off the most valuable companies to LMS Capital, netting a pay out to himself and then shut down a profitable company.

Shareholders in Fox IT are in discussion about the details of MacLeans big plan. Watch this space.

Silicon Crossroads is the High Tech. business area established between Lichfield, Tamworth, Sutton Coldfield and Walsall in Staffordshire, England, U.K. The crossroads referred to is the ancient crossroads of Watling Street ( the A5 ) and Rykneld Street ( the A38 ) which cross one another just below Lichfield.

Notably Tamworth is dominated by Tamworth Castle and Lichfield by Lichfield Cathedral and these are ancient seats of power in Middle England.

The recent discovery of the Staffordshire Hoard may well add to the evidence for the Lichfield and Tamworth area being an area of influence and innovation and Silicon Crossroads and the Silicon Crossroads VCT continue this tradition.

The Silicon Crossroads VCT is a High Tech. Investment fund with a particular focus on areas like Social Media, Inbound Marketing and Cloud Computing.

We have established strong connections with entrepreneurs, business angels and venture capital funds in some of the main innovation areas in the U.S. and Canada like Silicon Valley, Boston, New York, Vancouver, Austin, Toronto and other emerging High Tech Innovation areas like Baltimore.

Aside from Early Stage funding the VCT provides support for start up and early stage companies from the U.S. and the U.K. Included in our support services is ” Outsourced Business Development ” to assist companies to identify target customers and sectors  and to establish contact with them using state of the art Marketing techniques like Inbound Marketing, the creation of Internet Marketing Ecosystems and therefore the use of Social Media and Social Business Media.

It became obvious a few years ago that the rise of companies like Salesforce ( SaaS CRM ) , Google ( Search and Social Media ), Facebook ( Social Media ) and Twitter ( Social Media )  would give rise to other companies like HubSpot ( Inbound Marketing ) , Hootsuite ( Monitoring multiple social media channels )  and Twylah ( Twitter brand pages ).

It was less obvious that there would be such huge angel and venture capital investment in the U.S. but there has been and it is only increasing.

There has also been a revolution ( from necessity ) in funding methods for start ups in the U.S. with companies like KickStarter and the concentration of Angels and so called Super Angels onto lists like AngelList.

In addition companies like SecondMarket have created liquidity in markets like pre-IPO shares and debt.

You can get more information on some of these companies via this blog and my Twylah page   http://www.twylah.com/cwindley.

This is a holding page for more information on Silicon Crossroads and the Silicon Crossroads VCT and websites, blogs and Twylah pages will be developed for these over time.

My contact information is on this blog on the Contact page.

LMS Capital plc capitulated to the Rayne Concert Party demand to keep Robert Rayne on the Board of Directors and Head the ” Special Committee ”  tasked with winding down LMS Capital’s investments including 365itservices .co.uk with the following announcement:

25 November 2011

LMS CAPITAL PLC

BOARD CHANGES AND GENERAL MEETING

LMS Capital plc (“LMS” or the “Company”) announces that its board of directors (the “Board”) has

agreed a process  to reconstitute the Board.  This process, which is intended to ensure that  the

Company has an independent Board in place to oversee its wind-down in the best interests of all

shareholders, and to reflect good corporate governance, has been established with the Concert Party

described in the Company’s circular to shareholders dated 7 November 2011.

A Committee of the Board (the  “Special Committee”) will be appointed to manage the reconstitution

and will comprise Richard Christou, Robert Rayne and Mark Sebba. Mark Sebba will chair the Special

Committee.

The Special Committee will effect the search for two new independent non-executive directors with

the assistance of search consultants.

Upon the appointment of the two new directors, John Barnsley and David Verey will stand down from

the Board, and Robert Rayne will stand down as Chairman but remain on the Board. Richard Christou

will replace Robert Rayne as Chairman.

On the basis of these arrangements and the Board’s support of Robert Rayne, the Concert Party has

withdrawn its request that shareholders be  asked whether they agree that he remain on the Board.

Accordingly, the third resolution relating to Robert Rayne set out in the Company’s circular of 7

November 2011 will not be considered at the general meeting convened for 11.00 a.m. on 30

November 2011 and shareholders will only be asked to vote in relation to the two resolutions to

approve the Company’s proposed wind-down strategy. The Board is unanimously recommending that

shareholders vote in favour of this strategy.

Enquiries

Quayle Munro: 020 7907 4200

Colin La Fontaine Jackson/Andrew Tuckey

Matrix Corporate Capital LLP

This really seals the fate of 365 ITMS Limited  and 365it services.co.uk which will now be broken up and sold as soon as practicable.

LMS CAPITAL PLC

Shareholders General Meeting – Poll Results

On 30 November 2011, LMS Capital plc held the Shareholders General Meeting requisitioned by the Rayne Concert Party. The results of the voting by poll on the resolutions

put to the meeting are listed below. All resolutions were passed by the required majority.

Resolution

For* Against* Withheld**

Votes % Votes % Votes

1. Approve the new investment policy 242,375,643 97.79 5,474,039 2.21 50,206

2. Approve the orderly winding down of the Company 226,548,610 91.39 21,334,453 8.61 65,702

* The ‘For’ and ‘Against’ votes include those votes giving the Company Secretary discretion.

** The votes ‘Withheld’ are not counted towards the votes cast at the General Meeting

Resolution 3, as originally included in the Notice of General Meeting dated 7 November 2011, was withdrawn by the Rayne Concert Party on 25 November

2011 and was therefore not put to the vote at the Meeting.

The Company’s issued share capital, as at 30 November 2011, is 272,674,285 ordinary shares of 10p each.

365it services.co.uk

Peter MacLean, who sometimes refers to himself as a Director and other times as a Non-executive Chairman of 365iT plc, has called a General Meeting for Ordinary Shareholders on the 12th December 2011 at 10.00 in the company’s offices’s at 4 Cartel Business Centre, Stroudley Road, Basingstoke, Hampshire, RG24 8FW.

This is to change the name of 365iT plc to Fox IT Holding plc and to re-register as a limited company.

Now, 365iT and Impera plc shareholders must be asking themselves how it is that they are invited to discuss and approve a change of name and company status but they didn’t get to vote on the sale of most of the companies that 365iT plc owned to LMS Capital; didn’t get to vote on who got their loan notes paid off and who didn’t and also didn’t get to vote on the fact that the name of the company would need to be changed to keep LMS Capital happy.

They were also not informed that these companies were being sold to LMS Capital at a time when approximately 37% of the shareholders ( known as the Raynes Party ) were asking that no further investments be made and the company split up. ( There will be a blog on what has happened at LMS Capital shortly ).

We can assume that MacLean thinks that he was acting within company law, the articles of association etc etc when he made all these decisions. Time will tell about that.

One of the good things about this General Meeting is that it gives oridinary shareholders the opportunity to meet one another and to discuss the recent events orchestrated by MacLean.

Business Health Warning !!

My advice to you for the future is:

Don’t invest in any company run by Peter MacLean.

Don’t sell your company to any company that MacLean is involved in.

The other ” Directors ” ( albeit non-executive ) of 365iT plc at the moment are Derek King ( also a Director of North West Equity and South East Growth Fund Managers Limited ) and Pieter Hooft ( also a Director of 365 ITMS Limited and others ). Presumably Mr Gourlay of Sussex Place  ( and others ) has resigned ??

Presumably Hooft was the contact at LMS Capital that was agreeing to buy the 365iT companies that were sold whilst LMS Capital itself was being asked to stop investing and split itself up and sell each company. ( In fact this is now the agreed strategy for LMS Capital – no further investments and a split up asap ).

More as we get it ……

LMS Capital has announced a General Meeting on the 30 November 2011 that will seal the fate of the newly formed 365 ITMS.

It looks like Robert Rayne has been thrown an olive branch and will be asked to stay on as  a Director of the company but who would believe a Board that knew that ( many of ) it’s shareholders wanted to dispose of companies within it’s portfolio but actually spent more funding the acquisition of the companies in 365 ITMS from 365iT plc ( formerly Impera plc ) ???

So you have part of LMS Capital talking to Robert Rayne and his team and another part of LMS Capital agreeing to fund another acquisition at the same time ??

It does not bode well for the future.

Clearly 365 ITMS is a company that is going to be broken up and the only question is when. So this is definately not a company that customers want to partner with on a long term basis.

Items 2, i to iv , are supposed to appease Robert Rayne and his fellow shareholders but with no timescales committed to are basically worthless whilst Item v allows the Board to continue spending money on existing investments.

At the end of the day, with around 37% of the shareholding, Robert Rayne will be sat in Board meetings powerless to do anything significant to speed up the disposal plans. It’s likely to be a very frustrating time for him.

However, as the Board are recommending that shareholders vote AGAINST the resolution to allow Robert Rayne to stay on the Board he may not have to suffer this frustration !!

LMS Capital Announcement.

London, 7 November 2011: LMS Capital plc (“LMS Capital” or the “Company”) announces that, following earlier announcements, a shareholder circular (the “Circular”) with resolutions to be voted on at the Company’s forthcoming General Meeting has today been filed with the UKLA and posted to shareholders.

In summary, the resolutions to be proposed are:

1. That a revised investment policy with the objective of conducting an orderly realisation of the assets of the Company be effected in a manner that seeks to achieve a balance between an efficient return of cash to shareholders and maximising the value of the Company’s investments.

2. That:

(i) the Company distribute surplus cash periodically to shareholders in a tax efficient manner with due regard to shareholders’ tax circumstances;

(ii) the Company manage its affairs such that existing capital commitments are ultimately eliminated;

(iii) the Company pursue a policy of asset realisation with a view to returning capital to members over as short a time period as practicable, having due regard to the maximisation of shareholder value;

(iv) the Company refrain from committing capital to any new investments; and

(v) the Board have discretion to make additional investments in existing assets in order to protect shareholder value.

3. That Robert Rayne remain on the Board as a director of the Company.

Further details of the resolutions are set out in the Circular, together with the background to and reasons for the general meeting of the Company to be held on 30 November 2011. The Circular also sets out the recommendations of the Board that shareholders vote IN FAVOUR of the first and second resolutions and AGAINST the third resolution to be proposed at the General Meeting.

The General Meeting of the Company will be held at One Vine Street, London, W1J 0AH at 11.00a.m. on 30 November 2011.

Here the “About Me ” page from the new 365 ITMS Limited website:

About Us

365 ITMS Limited is a new company formed by a management buyout, backed by LMS Capital plc, of a number of business divisions from 365 iT plc.

These business divisions deliver a range of technology solutions extending from unified communications to network and system infrastructure, security, business continuity and managed services.

The new company, 365 ITMS Limited is managed by Peter Howells who was the Managing Director and co-founder of 5i Limited, the unified communications specialist. Peter MacLean, Chairman and Chief Executive of 365 iT plc who also joins the board as Non-Executive Chairman will focus on corporate strategy and acquisitions.

Peter Howells, Managing Director of 365 ITMS said “Our aim is to become the trusted IT services supplier of choice for corporate businesses in the UK. Bringing together the separate divisions under one banner will provide us with one of the strongest portfolio of technologies and services possible and allow us to work closer with existing and new customers and business partners to achieve this goal.”

Howells added “Working with LMS Capital will not only ensure that we have the capital to fund organic growth but also provide access to a greater source of investment capital to acquire other businesses that will further strengthen our overall proposition in key areas of technology and services delivery.”

Commenting on the investment, Pieter Hooft, Managing Director UK Investments at LMS Capital, said “We are delighted to have the opportunity to be part of 365 ITMS Limited. Our due diligence has confirmed that the individual businesses are held in high regard by customers and key suppliers and we are confident that their integration into a single new company, under a management team that has a proven track record of profitable growth, will create an outstanding company that will take advantage of the rapidly changing IT landscape.”

For more information and background:

http://mandarainmaker.co.uk/wordpress/2011/10/11/365it-365-itms-lms-capital-peter-maclean-robert-rayne-5i-and-shareholders-chat/

http://www.lmscapital.com/Ournews/tabid/64/Default.aspx

If you are a shareholder in 365iT plc ( 365it services.co.uk )  , LMS Capital, South East Growth Fund or Sussex Place Ventures then it’s been an interesting few weeks for you. As you may or may not know LMS Capital just acquired 365iT companies 5i Limited, ImperaData, Dynax and Secure Networks at a time when The Honourable Robert Rayne ( until recently Chairman of LMS Capital )  has led the ” Rayne Concert Party ” ( who own around 35% of LMS Capital ) in a bid to break up LMS Capital.

Following an earlier blog of mine shareholders in 365iT ( 365it services.co.uk ) have been contacting me to try to find out what exactly is going on at 365iT plc. All that shareholders have received is a letter from Peter MacLean that raises more questions than it answers. ( Particularly in the light of what is going on at LMS Capital ! ) Interestingly long standing ( long suffering ?? ) 365iT shareholders have said to me that the letter sent out late last month is typical of the sort of ” say quite a bit  but say nothing ” communications that they are used to.

We are all waiting with bated breath to see what the new company that comprises 5i Limited, ImperaData, Dynax and Secure Networks is oing to be called. Maybe it will just be ” part of LMS Capital ” until , if the ” Raynes Concert Party ” have their way, the LMS Capital companies are sold off again. ( I know – you are having trouble keeping up with this already !! ).

Don’t worry ! – this blog will help keep you informed on events at 365iT plc ( 365it services.co.uk ) and LMS Capital as and when they happen. I will also report on the upcoming meeting of 365iT shareholders – it will be very interesting to hear more about the history of Impera plc. Some of the shareholders have known Peter MacLean since he was at Guardian iT.

From what we can tell 365iT is now a debt free company which owns Fox I.T.

http://www.foxit.net/pages/about/investors.shtml

Here’s the blurb for investors from the ( new ) 365iT website:

Investors

365 iT plc

“365 iT plc was founded in 2005 and now employs over 120 people. Through its wholly owned subsidiaries (365 iTechnology Ltd, 5i Ltd, 7 Global Group Ltd and Fox IT Ltd), the group provides an extensive range of IT services and solutions that address ten strategic areas of IT operations and management: IT Managed Services, Unified Communications, Business Continuity, Data Backup, IT Security, Virtualisation, Networks, Storage Solutions, Infrastructure Solutions and IT Service Management.

365 iT plc designs and delivers information and communications technology (ICT) services that help organisations enhance their IT effectiveness and ROI, enabling them to better meet their business objectives. Headquartered in Basingstoke, the company works closely with its clients from SME businesses through to corporate and public sector organisations.

Commenting on the acquisition of Fox IT, Peter MacLean, 365 iT plc’s chairman and chief executive, said: “This is a very positive development for the 365 iT group and I welcome Paul Speers and his team. I look forward to working closely with them in and in particular to helping them grow their business model substantially in the coming years.

MacLean continued: “This latest acquisition represents yet another significant step forward consolidating the group’s position in the very competitive and rapidly developing IT services market.”

Paul Speers, Fox IT’s managing director, said: “The future is undoubtedly very exciting and I believe that Fox IT’s capabilities in ITSM and ITIL strongly complement those of 365 iT plc. The combined forces of both companies will establish a new benchmark in the IT Services Sector.”

This 5th acquisition in just 4 years demonstrates the strength of 365 iT and the group’s ability to exhibit continued substantial growth at a time when many businesses are doing quite the opposite. In September, 365 iT plc was ranked the 15th fastest growing technology company in the UK, according to the prestigious Tech Track league table.”

As you can see until very recently everything was Go, Go, Go at 365iT plc !!

Meanwhile whilst there is a lot about the ” Rayne Concert Party ” on the LMS Capital website

http://www.lmscapital.com/Ournews/tabid/64/Default.aspx

there is nothing about the acquisition of 5i Limited, ImperaData, Dynax and Secure Networks which is a bit odd when you consider that at the time the ” Rayne Concert Party ” were shouting for a break up LMS Capital were just spending a load of money acquiring new companies !!

At least all the creditors and Loan Note Holders of 365iT plc got paid out by the money from LMS Capital. Who were the Loan Note Holders – well you can probably guess ( !! ) but more on after the shareholders meeting 😉

Please bookmark and share this blog because THIS is going to be an interesting story!

P.S. More on the New Company that LMS Capital just funded here:

http://www.365itservices.co.uk/about-us.php

About Us

365 ITMS Limited is a new company formed by a management buyout, backed by LMS Capital plc, of a number of business divisions from 365 iT plc.

These business divisions deliver a range of technology solutions extending from unified communications to network and system infrastructure, security, business continuity and managed services.

The new company, 365 ITMS Limited is managed by Peter Howells who was the Managing Director and co-founder of 5i Limited, the unified communications specialist. Peter MacLean, Chairman and Chief Executive of 365 iT plc who also joins the board as Non-Executive Chairman will focus on corporate strategy and acquisitions.

Peter Howells, Managing Director of 365 ITMS said “Our aim is to become the trusted IT services supplier of choice for corporate businesses in the UK. Bringing together the separate divisions under one banner will provide us with one of the strongest portfolio of technologies and services possible and allow us to work closer with existing and new customers and business partners to achieve this goal.”

Howells added “Working with LMS Capital will not only ensure that we have the capital to fund organic growth but also provide access to a greater source of investment capital to acquire other businesses that will further strengthen our overall proposition in key areas of technology and services delivery.”

Commenting on the investment, Pieter Hooft, Managing Director UK Investments at LMS Capital, said “We are delighted to have the opportunity to be part of 365 ITMS Limited. Our due diligence has confirmed that the individual businesses are held in high regard by customers and key suppliers and we are confident that their integration into a single new company, under a management team that has a proven track record of profitable growth, will create an outstanding company that will take advantage of the rapidly changing IT landscape.”

It was only a chance discussion really.

I was out the front of my house doing a bit of a clear up when one of the neighbours walked by and asked how it was going.

We had a discussion about the economy and I was telling him about some of the conversation that I had had recently with James Martin, a partner at Begbies Traynor that I know.

http://www.begbies-traynorgroup.com/begbies-traynor/

Surprisingly, Begbies ( who are known for their insolvency work ) are not quite as busy as you might have thought – because for lots of reasons companies are not going  bust in the numbers that you would think was happening. Loads of reasons for this and I will try and get James to come on here and outline his thoughts on the subject soon.

Anyway – back to the point – so one of my neighbours tells me that he had failed to sell a company where he was a shareholder.

Or, more to the point their accountant had failed to sell the company ( but had managed to walk away with a substantial amount of fees ! ).

The one bidder ( !! ) had unsurprisingly ( to me ) managed to find loads of reasons why they should not complete the deal.

A ” dummy ” competitor had been contrived but the ruse failed because the M.D. of the one company called the M.D. of the other company and  said something like ” are you really looking to buy this company ” to which the answer was ( of course ) – No !!

So, that was the end of that little plan !!

In fact I have been working with a number of companies recently who finally realised that the only way that they were going to get a result was by creating serious competition for their business. Not pretend competition but real competition.

Selling a company ( like raising finance for a company ) is not an accountancy exercise it is a sales and marketing exercise. The chances of an accountant understanding this are close to zero.

The main problem is one of the main reasons that I started this blog – most business people do not know where to go to to get advice and guidance on how to sell a business. Because of this they end up going to their lawyer, accountant or ” one of their mates ” .

We nearly made the same mistake ourselves when we sold Voyager. In fairness our F.D. had raised his sights above our day to day accountant and was talking to Deloitte & Touche ( who we had earlier used for an acquisition ) and Deloittes have a lot of experience in selling businesses. However the key decision that we made at that time was to have a ” beauty parade “. I still remember the day that we wondered around Birmingham while Deloittes, Ernst & Young and someone else ( I can’t remember who ) presented to us on why they should be our representatives in the sale of our business.

In the end we chose Ernst & Young ( after much discussion ) for loads of reasons – we liked them, they had the best process, they would market us globally, they understood our market and the opportunity etc etc

The way to get a great result is to pick the right adviser in the first place – it is highly unlikely to be your lawyer ( although we did use the same lawyer for the sale as we did for the acquisition ) or accountant !!