M & A Rainmaker

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.

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