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, Chairman of Fox IT Holdings Limited ( well, Chairman when he wants to be and anonymous when he doesn’t ) has delayed the winding up of Fox IT Holdings in order to let the Directors of Fox IT Limited do a Management Buy Out ( MBO ) of Fox IT Limited.  ( see the full Press Release from Fox IT Limited below ). Quite clearly MacLean and Fox IT Management Team Andrew Gray, Mike Darkens and Ashley Bassett have been deep in discussion about how best to extract Fox IT Limited out of a company that MacLean seems determined to put into administration.

This is really interesting ( if it was not so sad !! ). One assumes that Gray, Darkens and Bassett have been running a profitable company ( else why would they want to buy it ?? ) so this means that Fox IT Holdings Limited, which had no creditors – because they were all paid off when LMS Capital plc bought out most of the companies from 365iT plc – has now had a cash injection from the Directors of Fox IT Limited from the MBO. Yet – we understand – it is still to be put into administration ( if it has not already been – as we understand that is now the case ). Perhaps MacLean has taken even more money out of the company to go with the ” repayment of his loan ” that occurred when LMS Capital bought out most of 365iT’s companies ???? Maybe he has taken a consultancy fee for negotiating the sale of Fox IT Limited to it’s Management team ??

The phones have been hot today with people calling about this latest development so more soon !!

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

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.

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

According to Peter Howells of 365 IT Services Limited it plans to be the ” Trusted IT Services Supplier to Corporates ” ( see more details at the end of this post – About Us ).

If you are going to trust your IT Services to a partner then you want to know that that partner has the experience and knowledge to provide that service and also you would like to think that they are going to be around for a while.

Lets take the last point first shall we ??

LMS Capital plc, the company that funded the management buyout from 365iT, supported by Peter MacLean, the Chief Executive  of 365iT plc and now the Chairman of 365 IT Services Limited aswell ( complicated eh ?? ) is actually on a break up strategy !!

Yes, that’s correct, the company that wants to be corporates ” Trusted IT Services Supplier ” will soon be broken up !

The story here is quite complicated but if you look at the LMS Capital website ( Our News section )

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

there are two relevant Press Releases:

1. The ” Concert Party Request “.

2. Proposed change of Investment Strategy and Convening of General Meeting.

The gist of these is that shareholders representing around 37% of the shares of LMS Capital don’t believe in LMS Capital’s strategy of buy and build. They want to see the company broken up and sold. These ” rebel ” shareholders are led by the ( until recently ) Chairman of LMS Capital plc, Robert Rayne.

Whilst Peter Howells is an experienced Managing Director, Peter MacLean has been a miserable failure at trying to build up first of all Impera plc and then 365iT plc. The companies in 365 IT Services were, until very recently, in 365iT, missing is Fox I.T. which still remains in 365iT but has the Sword of Damacles hovering over it’s head while Peter MacLean decides how he is going ” wind down ” 365iT.

Strangely then the ” Services and Consultancy ” business is left in 365iT whilst MacLeans, clearly lacking, hands are in both pots.

http://www.365itservices.co.uk/

How long is it going to take for a company, thinking about partnering with 365 IT Services, to due proper due diligence only to find that 365 IT Services is to be broken up ” as soon as possible ” ??

It is a ludicrously badly thought out strategy that is doomed to failure. Competitors to 365 IT Services are going to have a field day. Their salespeople will cast F.U.D. ( Fear, Uncertainty and Doubt ) all over the deal and in many cases 365 IT Services Limited will fail to win business.

This does not even take into account the competitiveness of the market at the moment and the lack of investment by corporates in this type of service offering.

The world is moving towards managed services and cloud computing but 365iT shut down it’s ” managed networking ” arm and also closed it’s ” Cloud Computing ” business ( selling off the remains to someone with more vision and competence ).

About Us

365 IT Services 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.

http://www.365itservices.co.uk/

The new company, 365 IT Services 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 IT Services 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 IT Services 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.”

http://www.365itservices.co.uk/