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Guy Thomas on Takeover Panel, Orb, Quays Group

Orb Estates, Quays Group & the Takeover Panel

Solicitor Nicolas Greenstone, a former partner of Fladgate Fielder, has been reprimanded by the Solicitors' Regulation Authority for his professional misconduct in relation to Orb Estates and Izodia. Here are some quotes :

Solicitors' Regulation Authority: "...Nicolas David Anthony Greenstone has acted in breach of Rule 1(d) and (e) Solictors' Practice Rules 1990..." Full report

Legal Services Ombudsman: "...Mr Greenstone was guilty of an extremely naive error of judgement and an act of foolishness in trusting his associate Dr Smith with a signed document to do with whatever he wanted to do..." Full report

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In August 2002 a group of shareholders in Quays Group appealed to the full Takeover Panel (the City regulator for takeovers and mergers) to try to stop Orb Estates' reverse takeover of Alexanders. We presented a wide range of concerns concerning the web of offshore Orb companies, and the dishonest statements which Orb and its associates had made to shareholders and to the Panel. The Panel dismissed our appeal on 15 August 2002.

The Serious Fraud Office took a less tolerant approach to Orb's varius frauds than that of the Takeover Panel. In 2005 charges of false accounting, theft and conspiracy to defraud were brought against three Orb defendants. On 11 September 2006, Orb director Gerald Smith was sentenced at Cambridge Crown Court to 8 years imprisonment for his part in the fraud. Charges against the other two defendants, former Orb associates Peter Catto and Jar Vahey, were left on file.

The web of Orb offshore companies was controlled from Jersey by Gerald Smith, Sam Nolan, Salai Ozturk and Charles Helvert. Gerald Smith had previously been jailed for 2 years in 1993 for stealing £2m from a pension fund.

The directors of Quays Group were Charles Helvert, Stephen Sinclair, Roger Humm and Jacques Delacave.

The legal adviser to the directors was Nicolas Greenstone of Fladgate Fielder, who is also reported (efinancialnews, 2 May 2004) to have been an adviser to Orb and a "long-standing adviser" of Gerald Smith. Mr Greenstone subsequently left Fladgate Fielder. In 2008 he was reprimanded by the Solicitors' Regulation Authority for his professional misconduct in relation to Orb and Izodia.

A remarkable feature of this scandal was that rather than applying the provisions of the Takeover Code to the concerns we had raised, the Panel decided to actively assist Orb in overriding minority shareholders' objections (inter alia, by waiving certain provisions of the Code).

The following documents explain the scandal in greater detail (oldest documents at the bottom). You can read:

Anatomy of a corporate psychopath
Blog from former employees of Gerald Smith's 2011 (post-prison) venture Body in Balance

Serious Fraud Office Annual Report 2007 (pdf, 46pp, 2.4MB)
Anatomy of a fraud - 11 pages (pp22-33)

Letter to the Editor, Financial Times
Takeover Panel failed to heed Orb warnings - discretionary waiver to Orb 10 days after Izodia's cash was stolen

Article in the The Times
Orb director Gerald Smith begins 8-year prison sentence (12 September 2006)

Article in the The Times
Orb director Gerald Smith pleads guilty to stealing more than �34m (25 April 2006)

Article in The Observer
Orb director and employee charged with fraud, theft and forgery (6 March 2005)

Article in Scotland on Sunday (may require registration)
Pension trustee in court battle with Alexanders (11 January 2004)

Article in Scotland on Sunday (may require registration)
Activist demands enquiry into Alexanders Group takeover (3 August 2003)

Takeover Panel's refusal to refer case to Appeal Panel (pdf, 3pp, 323kB)
Panel tries to bury its role in the Orb scandal (August 2003)

Shareholders' application for case to be referred to the Appeal Panel (pdf, 2pp, 24kB)
Shareholders ask Takeover Panel to reflect on the lessons to be drawn from the Orb case (July 2003)

Article in The Observer
A journalist's short summary (30 March 2003)

Orb Estates and the Takeover Panel
Article by Guy Thomas on the Takeover Panel's role in the Orb scandal (January 2003)

Small shareholders and the Takeover Panel
Article by Guy Thomas on why the Takeover Panel needs reform (January 2003)

Interview with Orb director Gerald Smith in Property Week
(Free registration required) Some interesting information about Smith's background, although much of what he says about Orb's current status now appears to be untrue (December 2002)

Panel's criticism of Corporate Synergy, advisers to Alexanders (pdf, 3pp, 22kB)
Slap on the wrist (August 2002)

The Panel's response (pdf, 22pp, 145kB)
The statement dismissing the independent shareholders' appeal (August 2002)

Appeal to the Takeover Panel (pdf, 9pp, 145kB)
The statement of appeal by the independent shareholders (August 2002)

Alexanders shareholders object to Orb deal
Small shareholders' press release (19 July 2002)