Corporate Governance

Magna Group mini-bond companies shut down over mis-selling

An Insolvency Service investigation into the Magna group of companies discovered that marketing of the mini bonds was misleading

The High Court has wound up seven companies after an investigation found that their marketing of high-risk mini-bonds was “misleading” and the directors continued to take investors’ money even after the companies were insolvent.

The principal directors of all the companies, run from an office in Mayfair, London were Christopher John Madelin and Oliver James Mason.

 The companies involved were:

  • 4 unregulated mini-bond investment vehicles (Magna Investments X Ltd, MIX2 Ltd, MIX3 Ltd and MIXG Ltd), raising over £20m from members of the public
  • An associated group and brand holding company (Magna Asset Management Ltd)
  • An operational company (Magna Project Management Ltd)
  • A consultancy/administration company (MIX Ops Ltd)
  • All were incorporated between December 2014 and March 2019, and were registered at the same address in Berkeley Square in Mayfair, London.

The Financial Conduct Authority (FCA) recently banned the mass-marketing of mini-bonds to retail investors, following “serious concerns” that they were being promoted to investors who neither understood the risks involved, nor could afford the potential financial losses.

An Insolvency Service investigation into the Magna group of companies discovered that marketing of the mini bonds was misleading, with marketing material overstating both the levels of security being offered and the true protections offered to them from the appointment of a ‘Security Trustee’.

Madelin and Mason, having secured deposits from investors, are believed to have been the beneficiaries of £2.5m through director loan accounts.

It said MIX3 and MIXG took over £2m in deposits from loan note creditors between 1 December 2019 and 25 February 2020, a period when the directors ought to have known that all of the companies were insolvent.

MIX2 had, by then, failed to pay its loan note holders when due, leading to a Default Event in all 4 MIX to MIXG Loan Note Instruments.

During this period, however, the directors paid themselves £425,021 with a further £370,471 lent to a non-UK company of which they were shareholders.

The companies were all wound up on 10 August and the Official Receiver was appointed liquidator.

Edna Okhiria, chief investigator at the Insolvency Service, said: Investors in the MIX companies were systematically given false comfort that their investments were to be ‘asset-backed’ by tangible ‘bricks and mortar’ security when in reality this was not the case and highly misleading.

“Marketing and publicity material circulated to investors presented a false picture of the Group’s strong financial health and the companies induced investors to invest over £2 million after December 2019 at substantial risk, with the knowledge it had stopped repaying existing investors and therefore there was no reasonable prospects of repaying these sums.”

She added: “Investments in speculative mini-bonds are inherently high risk and the FCA has banned their mass-marketing to retail investors.

The Insolvency Service has acted, applying to Court for the group of companies to wound up in the public interest to protect others from becoming victims and to send a strong message to like-minded perpetrators that behaviour of this nature will not be tolerated.”

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