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1972 Notes

1972 _                 London & Western/Close Brothers

London & Western Trust formed by three guys from Samuel Montagu with a view to becoming a merchant bank; instead purchased 45,1% share in established but small merchant bank called Close Brothers, which had a moneylender’s licence and a share registration company; London & Western had an option to purchase the remaining shares in 1973. (Parallel to acquisition of Crest – see below)_

1972. Notes

File for this period is incomplete, but the Ashbourne Investigation report (see Ashbourne Investments Ltd) reveals that Crest was acquired by London & Cavendish Securities, a private equity company created in 1972 by Lionel Casper and Brian Simmons, whose main client was Bernard Glazer.

Address

Suites 4-5, De Waldon Court, 85 New Cavendish St, London

Directors _

_ Gerald M Lubner, chairman

Ronnie Lubner, resigned 18 April 1972

Bertram Lubner, non-exec, resigned 1 Nov 1972

Lionel Lipkin, solicitor, Lipkin Culross

Thomas Wilson, resigned 11 Nov 1971

Seymour Gorman, appointed 18 April 1972

Lionel Israel Casper, appointed 18 April 1972

Brian Simmons, appointed 30 May 1972

Julius Levenkind, resigned 30 May 1972

LC Shaw, alternate to GM Lubner

LJE Beeson, alternate to B Lubner

Secretary

Alexander Lionel Silver, appointed 9 Aug 1972, replaced Mountvale Ltd

Share capital

Note:until the relaxation of exchange control regulations in England in 1979, a non-resident of the UK could not control more than 10% of the shares of a UK company.

… increased to 250 000 shares @ £1 each;

sub-divided into 2,5m shares of 10p each

Shares in issue were 52 062 plus 26 031 = 78 093; after subdivision, 780 930

Proposed special resolution that an amount of £19 523,30 credited to General Reserve, be capitalised and 195 233 shares @ 10p each be issued. This was passed and total shares in issue were then 976 163. (Document dated 19 Jan 1973 listed Form F45 (Allottees) as ‘not fit for filming’; could be that there were too many pages for microfiche scanning, but appears to be available; check file)

Major shareholders were directors plus London Cavendish, the investment trust established by Casper and Simmons and whose main client was Bernard Glazer; also listed on consolidated balance sheet as at 30 Sept 1972 is a ‘minority interest’ for an amount of £50 304 – it’s not known what this represents.

According to the Ashbourne investigation report, by 1972 Casper had acquired 30% of the shares of Crest ‘through purchases made by London Cavendish, certain of its investment clients and associates, and himself and Mr Simmons’. It’s not known who these ‘clients and associates’ were, nor what percentage of the 30% they held, nor what the price of the shares was.

Change of business

- Special resolutions passed amending Articles and Memorandum of Association to enable company to become an ‘investment company holding quoted securities and investments in subsidiaries’.

- ‘During the year … the company realised the balance of its [long-term] holding in Consolidated Gold Fields Ltd and no longer has any investment in mining companies. A number of subsidiaries whose activities include property investment and theprovision of financial services have been incorporated or brought into operation during the year.’ (taken from the Directors’ Report)

Investments

Reynards (Excavations) Ltd , plant-hire, Yorkshire (11% interest)

‘two small residential properties , almost adjoining each other, in central London where it is intended to develop land at the rear of one of these buildings and retain the improved property for investment’ – quote taken from the Managing Director’s Review

Associated Development Holdings Ltd (inc. in the UK) (‘over 10% of the parent company’s assets, before deducting liabilities), are represented by its holding of less than 1% of the ordinary share capital of Associated Development Holdings Ltd’)

Subsidiaries

Chromegrove Ltd(50,01%) (‘a block of flats in north-west London, where the policy of the company will be to profitably dispose of individual flat units as they fall vacant’ – Managing Director’s Review)

City & Commercial (Properties) Ltd (51%) (the two houses referred to above?)

City & Cranbrook Securities Ltd (£100 share capital; inc. 10 Aug 1971, England owned 100%) (‘has been brought into operation as a subsidiary company to deal in securities, with the intention that this company will form the nucleus of the financial services division of the Group… The company recently became a licensed dealer in securities.’ – Managing Director’s Review)

Mirivale (TC Investments) Ltd (£100 share capital; inc. 24 July 1972, England; owned 50,01%) (‘70 000 sq. ft. of industrial space in Bristol, which is being renovated with the intention of letting in units of 5 000 to 10 000 sq. ft’ – Managing Director’s Review)