1984 Close Brothers reverse listing
1984 - Close Brothers reverse listing
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_ Close Brothers (value: £21 million) reversed into its original backer Safeguard (value: £21 million) and became Close Brothers Group plc, listed on the London Stock Exchange. Jonathan Thornton (ex-CINVen, the unquoted investment arm of the National Coal Board Pension Fund) became the fourth executive director; Johnny Keeling, former chairman of Safeguard, became chairman of the enlarged group; he would be succeeded a few years later by his younger brother Mike.
_1984 . Bernard Glazer passed away in London, 17 July 1984
Share capital_
Total in issue 35 394 986 @ 10p = £3 539 498.60.
‘On 22 April 1983 all of the issued share capital of the company was acquired by Kwik-Fit (Tyres & Exhausts) Holdings plc and the company became a wholly-owned subsidiary of that company.’ Annual return dated 29 June 1984 (lodged 14 Jan 1985) shows one share in the name of Kwik-Fit Euro Ltd (a private company) and the remainder as above.
Note: Kwik-Fit (Tyres & Exhausts) Holdings Ltd was the tenant of Parben Ltd (see 1980 ‘Share Capital’, p16 of this document). Stenson, Farmer and Landau were all directors.’ Crest was therefore taken over by one of its tenants.
Note: The previous annual return was dated 5 April 1983 and was lodged 10 June 1983, after the aforesaid date. A ‘bulk list (over 10 pages)’ of shareholders was submitted, made up on 5 April 1983. No mention was made of any reordering of share capital. No contracts, minutes or circular to shareholders with regard to this restructuring appear on the file.
Note: Change of registrars during 1983; change of secretary 12 April 1984.
Note: Did Ridgefield Nominees Ltd dispense of its shares inCrest International Securities in exchange for shares in Kwik-Fit (Tyres & Exhausts) Holdings plc? Who was the beneficial owner of these shares?
Kwik-Fit (Tyre & Exhausts) Holdings plc was incorporated in England, 12 July 1940, company #00362333; name changed 20 July 1987 to Kwik-Fit Holdings Ltd (note: also changed to a private company).
Subsidiaries (ref Appendix H)
Crest International Developments Ltd (100%)
Crest International Properties Ltd (100%)
Arrowspeed Investments Ltd (100%)
City & Cranbrook Securities Ltd (100%) (dormant)
Mirivale (TC Investments) Ltd (100%) (dormant)
London & Foreign Investment Trust Ltd (100%) (dormant)
Crest International Group Ltd (100%) (dormant)
Directors ’ report
Loss after taxation amounts to £129 150. The annual accounts look very different from this year on. In particular, fixed assets are minimal; investments in subsidiary companies is put at £1 093 060; amounts owing by subsidiaries climbs to over £7m. The company is now an intermediate holding company; there are no consolidated accounts.
Directors
Walter Alec Stenson, chairman, resigned 14 Jun 1983 (lodged 24 Jun 1983)
Thomas Farmer
James Brown, resigned 30 Dec (lodged 12 Jan 1984)
Ervin Landau, resigned 5 October 1984 (handwritten date on form 10/10/84, but not stamped); still listed as director in 1984 accounts, although those were only lodged on 6 February 1985 – unusual not to list this post-b/s occurence)
Brian Simmons, resigned 30 Sept 1983 (lodged 6 Jan 1984); resigned as director and secretary 12 April 1984 (lodged 24 April 1984)
Duncan Whyte, chairman; partner Arthur Andersen; appointed 30 Dec 1983 (lodged 12 Jan 1984)
David Henry Ishmael Jenkins, appointed 30 Dec 1983 (lodged with Companies House 12 Jan 1984); resigned 5 October 1984 (same form as per Landau above: handwritten date on form 10/10/84, but not stamped); still listed as director in 1984 accounts, although those were only lodged on 6 February 1985 – unusual not to list this post-b/s occurence)
R Huthersall, secretary, appointed 12 April 1984 (lodged 24 April 1984)
_Address
_Barnett House, 53 Fountain St, Manchester M2 2AN (form lodged 17 Oct 1984)
Auditors
Arthur Andersen & Co
Solicitors
Halliwell Landau
Bankers
Midland Bank Ltd
Registrars and transfer office
Ravensbourne Registration Services Ltd