M & A Rainmaker

My old company Voyager Networks is up for sale again. The financial results over the last few years have got steadily worse and according to The Channel  recently turnover was down to £4.5 Million and losses up to £0.5 Million. When I left the company we had a turnover of around £13 Million.

Peter Howells of 365iT Services – the troubled IT Partner that is now part of the LMS Capital portfolio but subject to all sorts of legal challenges to it’s Managements decisions to sell off key assets without informing shareholders – is apparently in contact with Nigel Williams about acquiring what’s left of Voyager Networks. The headquarters building in Warwick Science Park, Coventry is also up for sale ( This may well be in Nigel Williams’ and Jonny Shaw’s Pension Fund ).

A sale of Voyager Networks to 365iT Services would probably be a case of  ” out of the frying pan and into the fire ” for Voyager’s customer’s and staff. The problem is that there is very little of any value at Voyager Networks. A few customers and a maintenance book. Some experienced staff. That’s about it. Voyager had become increasingly a ” me too ” reseller over the years having sold off it’s National IP network along with the opportunity to provide Managed IP services.

Once a leader in Voice over IP it failed to migrate into full blown Unified Communications services. My other company 5i Networks Limited had the leadership in this area but this was lost when it became part of 365iT Services.

Peter Howells never had a good word for Nigel Williams, Jonny Shaw and Voyager Networks after he left there so one can only assume that a temporary truce has been made for serious business reasons.

I have been contacted by a number of very concerned ex and current Voyager Networks staff and really would like to do something to help them avoid the disaster that waits them in 365iT Services.

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.

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

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.

The recent launch of 365 ITMS’s website ( and limited company ) takes me back to the blogs that I did a while ago on the Boiler room scammers. ( I will try and remember to put some links to these articles about share fraud and boiler rooms at the bottom of this article.)

The old company, 365iT plc, never had much idea about Internet marketing ( which always made me wonder how much the company really understood about what was going on in the modern world of high technology ). I think it was a case of the old boys network that had really got – well – one foot in the grave ??

What’s the best we can say about this launch of a new company and website/Internet presence ??

Well – they have a website and they did some press releases. This is actually about the sum total of the Internet repetoire of 365iT’s and 365 ITMS’s Internet marketing team.

Oh – and if you “view source” there’s a few ( hopefully ) relevant keywords in the tags and titles.

If you remember the share fraud scammers blogs then this is about what they did – create a relevant website, makes sure that it’s got the right content and relevant titles and tags and then stick a press release out to ( mostly ) free press release sites that syndicate to others.

If you are a bit of a blagger then you can say to your client – there you go – a fully SEO’d website with full traditional ( if you send it to the
” traditional ” media ) and internet media PR.

What’s the fundamental problem here ??

Well a new website has no ” authority “. It is new to Google ( if it has been submitted that is ) and has relatively low amounts of relevant content. It will not have backlinks. Getting it to attain ” authority ” is going to take time and effort.

The Internet Press Release sites are typically SEO friendly and since PR sites are always getting new content they will probably get Google’s attention. Of course they are filled up with content that is not necessarily relevant to you and over time most of these Press Releases will fade in their authority.

If we  Google ” Web Design Basingstoke ” then we begin to see the problem.

Actually the real problem is this:

Marketing has moved on light years from the old traditional ways and Internet Marketing has really got a bit beyond ” brochure websites ” ! If the only social media site that you understand is Linkedin then ( much though I love Linkedin ) you are really in trouble.

Arguably the failure of 365iT plc has a lot to do with the failure to understand the shift in buyer mentality and the way that customers find you ( particularly using the Internet ).

One of the great lessons to understand is the use of what I call ” Internet platforms ” – more on this in a later article – but WordPress is one of them.

365 In The Main Steam ( ITMS ) is a global awareness service for I.T. Managed Services Updates and Information.

Having established the Managed Network Services Division of Voyager Internet and Networks in the mid to late nineties I will be posting a series here about the very latest news and information on what is happening in the Managed Services industry.

Managed Services is a 365 days a year 24 hours a day business that has evolved from the provision and management of IP Networks to the cloud based services of today.

365 In the Main Stream ( ITMS ) is about products and services that are in the main stream of the IT Managed Services business.

Managed services is the practice of transferring day-to-day related management responsibility as a strategic method for improved effective and efficient operations inclusive of Production Support and lifecycle build/maintenance activities. The person or organization who owns or has direct oversight of the organization or system being managed is referred to as the offer-er, client, or customer. The person or organization that accepts and provides the managed service is regarded as the service provider.

Typically, the offer-er remains accountable for the functionality and performance of managed service and does not relinquish the overall management responsibility of the organization or system.

Common managed services

Common managed services include but are not limited to:

• Applications
• Databases
• Transportation
• Postage
  • Courier
  • Registered Post
• Water
• Power
• Information Services
  • Backup
  • Storage
  • Security
  • 24/7/365 Monitoring
  • Network Management
  • User Management
  • Systems Management
  • Software – Production Support and maintenance
• Business-to-Business Integration
  • Supply Chain Management
• Communication Services
  • Internet (provided by an Internet service provider)
  • Telephone (typically provided by a telephone company)
  • TelePresence (provided by a TelePresence Managed Service Provider)
  • Videoconferencing (provided by a Video Conference Managed Service Provider or by a Video Managed Service Provider)
• Media
• Supply Chain Management Services

Managed services provider

A managed services provider (MSP), is typically an information technology (IT) services provider, who manages and assumes responsibility for providing a defined set of services to their clients either proactively or as they (not the client) determine that the services are needed. Most MSPs bill an upfront setup or Transition and an ongoing flat or near-fixed monthly fee, which benefits their clients by providing them with predictable IT support costs.

In general

The business model behind managed services has been commonplace among enterprise level companies. The model has also been adapted to fit small to medium sized companies by the value-added reseller(VAR) community as they evolved to provide more consistent budgeting and higher levels of service to small businesses and mid-size enterprises.

See also

• Application service provider
• Customer service
• Enterprise architecture
• Service (economics)
• Service economy
• Services marketing
• Service design
• Service provider
• Service Science, Management and Engineering
• Service system
• Web service
• Technical support

see

http://en.wikipedia.org/wiki/Managed_services

for more information and links.