The £40 million stolen from the Rosser Group
Kennet / Laytons
Richard Kennett – managing partner of Laytons Tony Rosser’s sole solicitor and the Rosser Group’s solicitor for 15 years – secretly worked with Tony’s brother Colin [a minor owner of shares in the Rosser Group] on demerger documents of Goodhead Print to break away from the group.
Then Goodhead Print who Colin managed was proposed by solicitor Kennett / Colin to become fully owned by Colin separately from the group to start another free newspaper group and to take it to the AIM market. When asked where the free newspapers were coming from Kennett / Colin said we will buy them. Colin asked if we would sell them the Sheffield Journal for £300,000 and was told was he being real – no chance a ridiculous offer.
Colin had done well being the publishing group’s [ Freenewspapers Ltd ] printer for 13 years but the main income Goodhead had achieved around 65% of it was printing on a weekly basis at one time our 18 weekly newspapers all owned by Freenewspapers Ltd [ part of Rosser Group ]. At the time this astonishing following matter happened, the proposed demerger, we the group had a dozen or so free newspapers all highly profitable.
Tony [ AR ] was reluctant to separate Goodhead off , basically to become a competitor to FNL as FNL was the biggest operator in the nation’s freenewspaper business. Colin would be hard pressed to get anywhere near competing with FNL. Also of course we had started the first free newspaper in the UK and we were nominated/ awarded as the best free newspaper in the business ever since awards started.
Colin had started 2 freenewspapers which he had asked AR to look at and when viewed there was no spirit in the offices and the calibre of personnel seemed lacking. Colin said they were not making profits and that he was disappointed with his ventures. Despite that, he still wanted to go to the market with a new freenewspaper group. This realisation got AR thinking – what on earth was going on?
At the time the Kennett / Colin etc business proposals commenced the FNL accounts vetted by the Rosser Group bankers’ Citibank’s own accountants were £1.43 million net profits for the year. Other parts of the Rosser Group it should be mentioned were providing profits of a further £2.5 million.
The documents separating Colin from the group were signed after much requesting by Kennett and Colin with the proviso that major changes were effected re the document which was eventually signed. None of the agreed changes were made by Kennett who seemed to have his own thoughts as to progress. This very worrying solicitor set alarm bells ringing but this was just the beginning regarding Kennett as you will discover. This solicitor the Rosser Group’s only solicitor clearly was not acting for the group but appeared to be solely operating for Colin.
The promise by Kennett to work even handedly on the documentation between the brothers just did not apply. AR questioned Kennett strongly about his dealings and it is clear Kennett lied from day one regarding this matter with Colin. This the group’s sole solicitor, acting through all these years as we built up a highly profitable group worth many £millions. Some solicitors tend to be quite jealous individuals and doubts and thoughts were certainly forming regarding Master Kennett and he appeared to be dragging brother Colin along with him.
Vital corrections to proposed demerger documents despite repeated requests from Tony to do so were not carried out by Kennett promises made by them both but no changes. For Kennett to work evenly with both parties was impossible but Kennett insisted he could but obviously now looking back it is clear Kennett also had ulterior motives.
The matters became worse when Kennett put a £750K “cosmetic” asset re Sunday Journal Ltd a company closed down several years earlier - without authority to Colin's credit. This £750,000 was never to be used in any event between the parties as this was part of the demerger agreement. You will learn later how Colin used this sum with Kennett’s help to make AR bankrupt [ bankruptcy is a personal matter not a commercial involvement in any event ] all this when AR was worth £40 million a staggering move by Kennett. There was a solemn promise and documentation by Kennett never to invoke this Sunday Journal debt but Kennett did what he wanted when the demerger of Goodhead Print commenced but it happened and the pair Colin and Kennett clearly breached all conditions.
Kennett set up the “Aldoworld debenture” on Tony’s Techomes Ltd company which Kennett used to add a small part of [modest development in centre of Bristol of 6 shops and 14 flats] Techomes Ltd substantial land and construction property bank to aid Colin’s launch on AIM. This Aldoworld debenture move later revealed that a receivership by Citibank on the newspaper group would enable Citibank to get the £5.9 million which was rightfully owed to Citibank repaid but also take £25 million of property and ripe building land in addition.
This move re the debenture put Techomes Ltd’s £25 million plus property and land bank in jeopardy to the newspaper group’s benefit. Initially this debenture was a move to assist my own brother with his launch and our Rosser Group was in a very good position with a strong balance sheet and excellent profits but Kennett was showing very clear signs that he certainly could not be trusted and worrying . However a document had been signed agreeing to Goodhead to be removed from the Rosser Group and Kennett and Colin were in full flight.
However come what may we were strong enough to withstand anything that Kennett could muster as long as we were not forced into receivership. However the FNL group were put falsely into receivership by Citibank ‘in house accountants’ [more on this later]. The frauds and false accounting by Kennett and Co plus Citibank and Peat Marwick and must say Colin were many.
When Kennett / Colin via Citibank put Freenewspapers Ltd falsely into receivership [see later ] all these large land bank assets then fell to Citibank : thus unnecessarily and extravagantly surrendering power/control to Colin / with Kennett betraying their main clients, AR and Rosser Group. At receivership of Freenewspapers Ltd [ worth £15 million ] but due to the falsely applied Aldoworld debenture besides being repaid their £5.9 million Citibank took, not Colin and Kennett, land assets from the Rosser Group of £25 million plus.
Another matter which happened prior to the Goodhead demerger typical of what occurred post the Goodhead demerger Kennett in handling the sale of the Bristol Journal for £1.8 million put Colin's printing interests into the Bristol Journal sale of £1.5 million[ agreed originally at £1.8 million ] when it had nothing to do with Colin but Kennett/ Colin wanted the printing business from the Bristol Journal and the management of the transaction by Kennett cost AR £300K all so corrupt yet Kennett was in full flow in pillaging AR [ Tony’s ] assets. As the claim against Kennett could disturb the sale of the Bristol paper and AR wanted the sale proceeds at that time AR let it go but this action by Kennett illustrates what a shockingly deceitful and corrupt character our (!!) solicitor had proved to be. AR’s own solicitor acting openly against his client.
At the time of the Bristol Journal sale the Rosser Group had set up their own printing services at premises owned by Techomes Ltd at Eynsham close to our head offices called Free News Print to replace Goodhead and the printing of all our newspapers i.e Freenewspapers and their 12 weekly publications. Free News Print did very well and our successful publishing company went from strength to strength. Goodhead Print in losing FNP’s 12 weekly publications would have struggled.
We turn now to the receivership of the Freenewspapers Ltd company. When we agreed a £5.9 million loan to cover our expanding but very successful group Citibank wanted 2 ‘accountants’ in our offices to keep track of their loan. We thought it a bit strange but we went along with it and we received the monies.
After a few months our chief accountant Glyn Pritchard drew AR to one side and said he remembered these two characters , known as Citibank’s accountants on a job he was on a year or so ago but he did not know them as accountants but as receivers. All very strange and a couple of weeks before receivership Citibank asked me to remove Glyn as they wanted their ‘ accountants’ to have more scope ‘ !!!. Glyn was a first rate fellow and accountant but Citibank insisted he was removed. This was 2 weeks before Citibank’s vice president [they all appeared to be vice presidents] Rob Ellison was waiting for me as I arrived in the office. We went to my office and he said we are putting your newspaper group into receivership. ‘ What a group making £1.43 million per annum and your bank have approved our accounts ‘
I was shocked on what grounds I asked on your latest results for the newspaper group. Ellison showed me a list of results for all our newspapers and they were nowhere near what they actually were. These are the results we have from your accounts department. Who has provided these figures I asked. Your accountants Ellison said you mean the two receivers you smuggled into our premises in the guise of being accountants he was corrected. Our chief accountant had been bundled out a few weeks previously for twigging these accountants were from Peat Marwick
Ellison had two solicitors with him from Clifford Chance. I told him to get out as wanted a meeting with our directors. Colin was in his offices at Bicester but had not spoken to him for a few weeks. The meeting was pretty downbeat. The directors were shocked. Called Kennett and the reply was you have to go along with it but this was wrong very wrong. ‘What the hell are you talking about Kennett ‘ ‘ Our £1 million plus figures had been approved by Citibank only a month previously’
I got Citibank out of our offices and we talked together. Kennett said if they have reliable evidence you have to go along with it and reminded us all we had no reliable legal advice no we had Kennett advising us. The evidence is rubbish I told Kennett. The figures were provided by the 2 Citibank’ accountants’ really receivers. They were dreadful these are incorrect I need time to absorb all this rubbish. The newspaper company had a valuation of £15 million and could easily repay the £5.9 million Citibank loan. What AR didn’t realise then if he allowed the receivership which Kennett urged him to do the Aldoworld debenture opened up the hugely valuable land and property bank worth upwards of £25 million to the hands of Citibank.
It was clear Kennett was not helping and knew he had several meetings with Citibank of late. If you go along with it you know you have large assets said the lying Kennett and you can soon sort it all he again lied of course. Kennett knew of course that the Aldoworld debenture enabled as well as getting Citibank return of their £5.9 million they could also pillage our substantial property / building land of £25 million and leave the Rosser Group with very little.
Without money we would be in difficulty to mount a claim against Kennett Colin Citibank Peat Marwick Keith Rodgers. After this matter Peat Marwick was taken over by KPMG which is intriguing. Looking back all this cleverly constructed by this crook Kennett a solicitor supposedly acting for AR.. Unbelievably AR signed the papers for a receivership but as we talked minutes after AR’s secretary came in and said there was a phone call from the people who had purchased the Bristol Journal. AR took the phone and it was Coleman from their newspaper group offering us £7.5 million for all of our newspapers. Ellison quickly interjected and said we were 2 minutes too late another farcical turn to this pretty grim story.
Turning again to the Kennett / Colin matter and 8 months prior to the actual launch of Goodhead Communications as they called themselves on the AIM market gave Freenewspapers Ltd a nil value in the newspapers’ accounts for tax reasons. Kennett claimed this when the actual figure was a profit of £1.4m. Kennett claimed this had to be for tax reasons but backing the receivers’ expected call the company was insolvent. Kennett was questioned repeatedly that FNL had in excess of £1million profit for several years.
Colin put it to the AIM market that Goodhead Comms owned all the 12 freenewspapers for 8 months prior to receivership when he did not. The national newspapers called Colin ‘the Free Newspaper King’ when he didn’t own a single free newspaper.
Kennett crookedly stating receivership being the best and only way of realising Rosser Group / Techomes Ltd large land and property assets when the Aldoworld debenture passed all assets over to Citibank. Thus preventing monies being available for Rosser Group to fight against these incredible operators stealing their companies.
Key Other Parties
While the whole affair was orchestrated by Laytons, it was only made possible by the negligence or outright corruption of several other parties:
Citibank
agreed to offer professional accountancy support – and billed the group accordingly. However, under the guise of this support agreement they surreptitiously sent in receivership specialists instead. They also removed our own trusted chief accountant, leaving the business entirely dependent on their own hidden-agenda “accountants”.Peat Marwick
(subsumed into KPMG a few weeks after receivership) collaborated with Citibank to deploy this hidden receivership expertise to justify winding up the group on the basis of falsified results. They actively hid the fact that we were cash rich and highly profitable by withholding long-overdue accounts going back some way which showed strong results by the Freenewspapers Ltd business, until hours after the receivership had been called when they produced the actual figures. This whole matter engineered by Kennett, Colin , Ellison , Peat Marwick and Rodgers our auditor. The whole lot should have been brought up before a judge on serious charges.Citibank Vice President Ellison
oversaw these account delays in his determination to present the business in an unfair light and justify receivership. This was after he had got nowhere constantly pursuing his private interests instead of his official duties, such as his desire for the group to launch a magazine for him. On the day of receivership he rejected a firm offer (from a previous buyer) for the bulk of the newspaper business alone – which would have left us sitting on £1.6m cash after paying off Citibank in full – for being “2 minutes” too late. A very grim situation.Rodgers
the group accountant used his inside knowledge to acquire Oxford City at a bargain price of £29,000 for a club whose lease on its valuable grounds had a value of around £1+million. The management had promised to reinvest that £1million in the club itself. But by breaching the lease terms and losing a subsequent (and apparently sham details elsewhere) court case, Rodgers was able to realize the value of this lease, which he had transferred into his own companies, for himself – leaving City bereft while giving the appearance that he had fought for their survival.Colin Rosser
secretly worked with Kennet for a year on the Group demerger before ambushing managing director AR with the resultant documents, when all parties had a duty of fidelity to each other.When seeking a listing there, the AIM market was misled about the newspapers “owned” by Goodhead Communications in a long-term campaign undertaken with Colin’s knowledge and in his name. While the national newspapers called him the “free newspaper king”, he actually owned no free newspapers at all, and was even losing the valuable (over-priced) printing rights to the ones he did produce under contract for Freenewspapers Ltd. These lies were highly material; and as any investors acting relying on his prospectus would have lost money, they must constitute fraud.
Triggering the Rosser Group’s receivership with the Aldoworld debenture could only be done in Colin’s name: and this action took the wind out of the Group’s sails at the very moment it needed to be fighting back hardest. As a director of the Rosser Group, he had a duty not to endanger it by taking actions which he knew to be unnecessary to protect his other interests.
To prevent group chairman AR from being able to fund the legal actions required to unravel and correct all of these frauds, he also instigated personal bankruptcy proceedings against him all the while knowing that they were unjustified and improper.