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World of Spectrum

Searchable threads in one long post:

David Levy fiddles the VAT man in Sir Clive Sinclair's name?

On Monday 11th June 2018, Paul Andrews posted the following in the public discussion facebook group:

I am posting this information to all backers, in the knowledge that in one weeks’ time the shareholders of Retro Computers Ltd will have a meeting which myself and Chris called for, and we had the initial support of Sinclair Research Ltd in this matter. We have yet to receive the final proxy vote from SRL, and therefore want to draw your attention to a similar situation which occurred in March 2017.

Below you will find what was sent to me by what may have been a journalist, may have been a backer. I was sent several emails, from this person ‘Thomas Copper’ which were forwards with ex-colleagues / ex-directors associated with Levy – Those ex-directors also then wrote to me, I won’t post the specific emails here with the words from those people, but I will be passing them onto the appropriate authorities and people.

But here are some facts –

The following people were directors up till Levy closed it of the company called – Intelligent Toys Ltd – Levy, Janko, Sir Clive Sinclair (Clive was also listed as Chairman by Levy), and other directors and shareholders.

Below are the final meeting notes of the company in which Levy uses Sir Clive Sinclair’s proxy vote to swing all the decisions his way.

He clearly states the company has been all but dormant for 8 years. This is not correct. As you will see below there are two invoices from that company which I myself made the bank transfer to, from RCL to that company, including the VAT for those payments.

Levy also did a contract between the chatbot company he convinced me to work on with him, till I resigned from it, but that contract covered the fact that he told me he not only had working chatbot code, which would be licensed from Intelligent Toys Ltd, but also that the Malaysian Government was also funding the rest of the researchers to finish it off, and that it would be sub licensed etc. I am aware that money to pay several researchers/coders was paid, Levy also told me he was receiving £5000 a month to attend Malaysia also to ‘supervise them’ which he hated, all of this is of course in emails etc. to me. I believe he went at least three times. I am unsure if he invoiced for that via his other working title of ‘Levy Consultants’ (also VAT registered) or via Intelligent Toys Ltd. I don’t know but would imagine as the chatbots were ‘owned’ by Intelligent Toys Ltd, the Malaysian government paid them, that’s down to the authorities to look into not me.

He states as you will see below the following things –

  • No management accounts are available for the Board to consider because the company has, in effect, been dormant for almost 8 years. I have circulated the statutory accounts before this meeting. THIS IS NOT TRUE AS EVIDENCED BY THE ATTACHED INVOICES TO RCL
  • He implies there are no external contracts with other third parties. THIS IS NOT TRUE AS THE CONTRACT WITH EROTIC CHATBOTS LTD WAS SIGNED AROUND EARLY 2015 AND THAT COMPANY WAS NOT SHUT TILL LATE 2017 – INTELLIGENT TOYS LTD SHUTTING MAY 2017

Please read resolution 3 carefully.

Also please read Levy’s words in the later shareholders meeting in which he states “in which case the default will be to declare to HMRC that the company is dormant for Corporation Tax and to advise Companies House of the same.”

All of this paperwork and more will be passed onto the appropriate authorities and people ASAP.


Minutes of the Board Meeting and General Meeting of Intelligent Toys Limited

Held at Imperial College, Exhibition Road, London, on January 21st 2017

Board Meeting

David Levy took the chair and thanked Janko Mrsic-Flogel for hosting both meetings.

Present at the start of the meeting (11:00am) were the directors David Levy (who also held a proxy for Sir Clive Sinclair), amd Janko Mrsic-Flogel. Also present as observers were William Hartston and Stuart Yates.

At 11:30am Alexander Hamilton (aka Rai Hamilton) telephoned to say that he could not join the meeting by phone because his phone was not working, but a few minutes later he got it working and after a couple of false starts due to technical problems was able to participate.

The Chairman made the following statements (after a correction to one point by Rai Hamilton). Unless otherwise stated in these minutes all paragraphs herein which start with quotation marks were stated by the Chairman.

“This Board meeting has been called at the request of Rai Hamilton who indicated that if I did not call a meeting then he, Rai Hamilton, would call one to propose to wind up the company. Clearly Rai recognizes the dire situation of the company and its lack of prospects under the present circumstances.

“The meetings will be conducted in accordance with the company’s Replacement Shareholders Agreement dated February 11th 2016, and the company’s Articles of Association also dated February 11th 2016. Both documents, and the Minutes of the Board and Shareholder meetings of the same date, were originated by Rai with some input from myself, Stuart and Janko.

“Articles 1-3 of the company’s Articles of Association makes extensive reference to the Model Articles as set out in Schedule 3 to the Companies (Model Articles) Regulations (SI 2008/3229). I have a copy of those Model Articles with me for reference, should they be needed, on which I have marked those Articles which are explicitly disapplied in our own Articles.

“In accordance with our company’s Article 15 the number of directors or their proxies required for a quorum at a Board meeting is three (i.e. at least 60% of the serving directors). The company currently has four directors: Sir Clive Sinclair (Chairman); Dr Janko Mrsic-Flogel, Mr Alexander Hamilton, aka Rai Hamilton, and myself, Dr David Levy. Today three of these are present in person or by proxy, so we have a quorum. [As stated above Rai Hamilton joined the meeting by telephone later.]

“In accordance with our company’s Article 16, as Sir Clive Sinclair’s proxy I have a casting vote at today’s Board meeting.

“As CEO I will now review the current status of the company, financial, operational and strategic.

  • No management accounts are available for the Board to consider because the company has, in effect, been dormant for almost 8 years. I have circulated the statutory accounts before this meeting.
  • They reveal, as affirmed in the Shareholders Agreement, that the company has various loans, which it has thus far been unable to repay. The loans were due for repayment in 2010 and are immediately repayable on a change of control.
  • There are almost no outstanding current commitments or contracts entered into by the company, the only exception being approximately £4,000 in accrued fees to the company’s accountant, which I have managed to hold in abeyance in the expectation of funds being raised.
  • The company has not undertaken any new contractual commitments since the last Board and General meetings held on February 11th 2016.

“The situation at the time of the last Board meeting was that Rai Hamilton joined the Board to help us raise money via the TSS (The Senior Stream) deal, or via the Finnish or some other NASDAQ, or from private investors. No money has been raised and nothing came from the Malaysia initiative. The only prospective investor I have met was Peter Lawrence, who is not willing to invest in the company under the current circumstances.

“The existing Virsona 2008/09 software is inadequate to meet the requirements of modern prospective customers. Without access to new equity the company cannot develop a new software product to meet the market opportunity.

“We currently have no prospects of finding that equity because of major disagreements between shareholders and between some Directors. These disagreements are so serious as to prevent us from being able to raise money, since the complete circumstances would have to be disclosed to any potential investors.

“As a responsible Board, we must therefore recognize the current financial situation and make absolutely sure that we do not undertake any new commitments whatsoever, unless and until we have sufficient funds in the bank to allow us to do so. In order to ensure there is no misunderstanding the Board should formally minute that no Director, including myself, should make any commitment on behalf of the company without prior Board approval.

“Due to the unfortunate conflict situation between some members which has developed within the company since March 2016, I do not feel it would be appropriate to create any report on wider strategy and prospective commercial developments beyond the documents which I circulated when sending out notices calling today’s meetings.

Agenda of Board Meeting

“In accordance with Clause 3.3.2 of the company’s Replacement Shareholders’ Agreement “Appropriate notice” of this Board meeting, together with an updated agenda, was most recently given on January 14th 2016, i.e. seven days in advance of the meeting. The updated agenda is as follows.

1. Resolution Proposed by Rai Hamilton: that before any resolution to recommend the dissolution of the company David Levy be requested to detail the assets of the company (in particular the software and its status and application) in a format that is intelligible to non technical members of the board in order that a decision may be taken by the board members on whether there is a value to be retained by the shareholders

DISCUSSION ON RESOLUTION 1

“I have sent you all details of the company’s assets. For the avoidance of doubt the company owns no fixed assets or equipment, save possibly for one or two prototype toy bears.

“The company’s IP such as it is, is to be found in the Virsona product, which is outdated and therefore, in my opinion, of no commercial value. I have suggested that if we follow Rai’s suggestion of winding up the company, one way that each shareholder could avoid feeling they have lost out on a future opportunity would be if each is given a CD-ROM containing that software and allowed by all other shareholders to do as they wish with it i.e. if they can make something of it as a platform they will be free to do so.

VOTE ON RESOLUTION 1

Janko Mrsic-Flogel Abstain
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

2. Resolution Proposed by Rai Hamilton: that David Levy table the assignment of his IP to ITL for consideration by the board so that they may evaluate the recent assertion by David Levy that he owns software personally that is or may be part of the software essential to or related to the development of the Chatbot

DISCUSSION ON RESOLUTION 2

“Under the circumstances I do not intend to assign any of my previously unassigned IP to the company.

VOTE ON RESOLUTION 2

Janko Mrsic-Flogel Abstain
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

3. Resolution Proposed by Rai Hamilton: that the employees of the company being two software writers are requested to report in writing or be interviewed by the board to explain the potential of the software in relation to the development of a Chatbot

DISCUSSION ON RESOLUTION 3

“This proposal is not relevant because the company has no employees. In fact it has never had employees. Those who have done work for the company have done so on contract. The last time freelance work was done under such contracts was on the Virsona project in 2008, and the company indesputably owns those assets.

“The contractors who worked on the initial stages of the aborted Malaysia project were not working for the company. They are individuals who have worked on projects I have been involved in off and on for many years and are my team. I arranged for them to be paid by the Malaysians for their time over there, or at some points their costs were picked up by me personally. The intention was that, if at the end of the project, it was all wrapped up into a company, we in ITL and the Malaysians would then seek to exploit that vehicle, and the sub-contractors would have a revenue share. In the end the project was aborted and the proposed company was never created.

“The project never evolved to the point that a product was even remotely finished. Had it got to the end, all of the project team (including me) would have assigned our IP to a Newco adequately financed and suitably managed to go out and exploit that IP so it created cash and value to us. Our expectation was that by that stage Intelligent Toys Ltd would have raised finance and be the natural forum to take the whole project forward.

VOTE ON RESOLUTION 3

Janko Mrsic-Flogel Abstain
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

4. Resolution Proposed by Rai Hamilton: that the shareholder meeting be adjourned to a date and time when shareholders in different time zones are in working hours as the time of the shareholder meeting as proposed is likely to exclude the shareholders who are demanding the information necessary to make any informed decision on dissolution – Hamilton and Hesse.

DISCUSSION ON RESOLUTION 4

Janko Mrsic-Flogel advised the meeting that Rai Hamilton had told him earlier in the week that he would be attending the meeting by telephone.

The Chairman stated:

“Today’s meetings were called after I had asked Rai when he would be available and he responded that he would be back in the country on/after January 16th. Plenty of advance notice was given of the date and time of the meetings and any shareholder or director unable to attend in person is able to participate by telephone. A Saturday was chosen (as it has been previously) because it was thought most convenient for those with jobs or normal weektime commitments.

VOTE ON RESOLUTION 4

Janko Mrsic-Flogel Against
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

5. Resolution Proposed by Rai Hamilton: that each shareholders has the right to address Sir Clive Sinclair even though we understand he may not be in good health but has the capacity to be our continuing chairman

DISCUSSION ON RESOLUTION 5

“This resolution is not appropriate. There is no law nor anything in the shareholders agreement or the Articles depriving anyone who wishes of their legal right to contact Sir Clive. However, his health is very poor and I have been expressly asked by members of his family and his main carer not to cause him any distress. If others wish to cause him distress, that is up to them.

Janko Mrsic-Flogel commented that if anyone wished to contact Sir Clive that would be up to them, but it was not a company responsibility especially as he should not be disturbed because of his health.

VOTE ON RESOLUTION 5

Janko Mrsic-Flogel Abstain
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

6. Resolution Proposed by Rai Hamilton: that the assets of the Company defined as requested of whatever value are held for the benefit of the shareholders who wish to continue ownership of their beneficial interest

DISCUSSION ON RESOLUTION 6 

“As a matter of proven ‘fact’ the company owns the assets I have described in the document I circulated to all of you a few days ago. Those assets are held by the company. Thus they are effectively held for the benefit of the shareholders.

“I have already suggested to all shareholders that, if the company is wound up, the company’s software assets could be made available to each shareholder on a CD, without the company or the other shareholders placing any restriction on their use. This seems to me to be an entirely fair approach that adequately answers Rai’s concern. I have nothing more to add on this subject.

Stuart Yates offered a comment which the Chairman accepted, namely that under the unfortunate circumstances in which the company finds itself David’s is a practical suggestion intended not to disadvantage anybody. It seems to be a practical solution even though I [Stuart] don’t have the possibility of using the assets but might be inclined in the future to do so. It is a fair proposal.

VOTE ON RESOLUTION 6

Janko Mrsic-Flogel Abstain
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

7. Resolution Proposed by Rai Hamilton: that the process of asset disclosure as requested and of any proposed dissolution is disclosed to a law firm (for a response in writing) prior to any vote on dissolution to ensure that proper corporate governance is observed prior to the fact of dissolution with the votes of each board member on this resolution recorded in the minutes of this meeting.

DISCUSSION ON RESOLUTION 7

“If we vote for a winding up in the shareholders meeting we will implement that decision according to the relevant part of company law. In order to ensure proper corporate governance I am taking all necessary steps to ensure we comply with the Articles and the Shareholders Agreement. If any shareholder wishes to take independent legal advice on any aspect of what we are discussing, they are welcome to do so. I therefore regard this proposal as unnecessary and therefore I shall vote against it.

Janko Mrsic-Flogel commented this would be a big decision and must be carried out in accordance with company law.

VOTE ON RESOLUTION 7

Janko Mrsic-Flogel Abstain
David Levy Against
Sir Clive Sinclair Against

The proposal was therefore defeated.

 

8. Resolution proposed by David Levy: That the Board recommends to the shareholders that Intelligent Toys Limited be wound up as soon as is practicable.

At this point Rai Hamilton joined the meeting by telephone as explained above.

DISCUSSION ON RESOLUTION 8

“It was at Rai Hamilton’s request that I called this meeting to wind up the company. [Rai Hamilton later pointed out, correctly, that he had not called the meeting to wind up the company, but had announced that if I did not call a meeting then he would call one to wind up the company.] I have already sent all of you my reasons for proposing this resolution, and the various ways I have suggested in which it might be implemented, in the supporting information that accompanied the agenda. I have nothing further to add.

VOTE ON RESOLUTION 8

Rai Hamilton Against
Janko Mrsic-Flogel Abstain
David Levy For
Sir Clive Sinclair For

The resolution was therefore carried.

 

9. Resolution proposed by David Levy: That if the resolution recommending that the company be wound up is adopted, the Board recommends to the shareholders that the method of winding up will be as agreed by the shareholders at the meeting scheduled to begin at 11:30am if agreement can be reached, failing which the method shall be as decided by the Board.

DISCUSSION ON RESOLUTION 9

“I have already sent all of you my reasons for proposing this resolution, in the supporting information that accompanied the agenda. I have nothing further to add.

Rai Hamilton commented that he had requested a number of items of information about the company, access to people who he described as the company’s “employees” or their co-ordinates, access to or the co-ordinates of Sir Clive Sinclair, and that in each case his requests had been ignored or he had been denied the information he had requested.

VOTE ON RESOLUTION 9

David Levy For
Janko Mrsic-Flogel Abstain
Sir Clive Sinclair For
Rai Hamilton Against

The proposal was therefore carried.

 

10. Any other business.

There being no other business the chair adjourned the meeting, saying:

“I might find it necessary to reopen the Board meeting after the conclusion of the General Meeting. I shall decide on that point when I have closed the General Meeting. 

BOARD MEETING DECLARED ADJOURNED


General Meeting of Shareholders

“Resolution 4 proposed by Mr Hamilton has been defeated and accordingly the General Meeting of Shareholders will now proceed.

“For reference I now remind attendees of the aggregated shareholdings held and/or controlled by each of the members of the company:

NameAggregated percentages
(to two places of decimals)
David Levy & Christine Fox 49.96
Robert Hesse 11.70
Alexander Hamilton
[Some in his own name and some in the name of Rothschild Nominees Ltd]
9.34
Simon Cornwell 9.26
Stuart Yates 7.76
Janko Mrsic-Flogel 6.60
Sir Clive Sinclair 4.63
William Hartston 0.98

“I note that the following shareholders are present in person:

  • Bill Hartston
  • David Levy (and with a proxy for Sir Clive Sinclair)
  • Janko Mrsic-Flogel

I note that the following are participating in the meeting by telephone:

  • Rai Hamilton (and with a proxy for Robert Hesse)
  • Stuart Yates (and with a proxy for Simon Cornwell)

I have received a signed letter of proxy in my favour from Sir Clive Sinclair, correctly addressed to the company’s registered office.

I have received a signed letter of proxy in favour of Stuart Yates from Simon Cornwell, correctly addressed to the company’s registered office.

I have received an email proxy from Robert Hesse in favour of Rai Hamilton and I accept that as valid.

I have a letter from Christine Fox confirming that I am entitled to vote the shares which are currently in our joint names.

In accordance with Clause 4.1 of the company’s Replacement Shareholders’ Agreement I have checked and now confirm all of the letters referred to above as valid.

I have photocopies of all three letters which I will circulate to those who are not present here at Imperial College should they so request.

I declare that more than three quarters of the shareholders (as judged by their percentage holding in the company) are present in person or by proxy or by telephone, and the meeting therefore has a quorum.

In accordance with Model Article 31(1) I, as Sir Clive Sinclair’s proxy, shall chair this General Meeting.”

 

Agenda of General Meeting

“In accordance with Article 4.2 of the company’s Articles of Association “at least 14 days notice” of this General Meeting meeting was sent to all shareholders on January 7th 2017; together with the agenda and supporting information. The agenda is as follows.

  1. Resolution proposed by David Levy: That Intelligent Toys Limited be wound up as soon as is practicable.
  2. Resolution proposed by David Levy: That if the first resolution is adopted, the method of winding up will be as agreed by the shareholders at this meeting if agreement can be reached, failing which the method shall be as decided by the Board.
  3. Any other business.

In accordance with Model Article 36(1)(b) and Model Article 36(2)(a) I, as Chairman of the meeting, demand that all voting which takes place during this General Meeting shall be conducted as a poll. This will enable us to confirm the percentage of shares which are voted for and against each proposal.”

 

DISCUSSION ON RESOLUTION 1

Rai Hamilton commented: “You can steal the software and do anything you want under the terms of the resolutions you proposed. Other than that I have no more to say.”

Janko Mrsic-Flogel commented: “This is a sad day but no money has been raised so the software has not come to fruition.”

Rai Hamilton commented: “Funding was always available but because of the arguments between us that funding was denied to the company.”

VOTE ON RESOLUTION 1

Poll result

NameAggregated percentages
(to two places of decimals)
Vote
Yes/No/Abstain
David Levy & Christine Fox 49.96 Yes
Robert Hesse 11.70 No
Alexander Hamilton
[Some in his own name and some in the name of Rothschild Nominees Ltd]
9.34 No
Simon Cornwell 9.26 Yes
Stuart Yates 7.76 Yes
Janko Mrsic-Flogel 6.60 Yes
Sir Clive Sinclair 4.63 Yes
William Hartston 0.98 Yes

The proposal was therefore carried.

 

DISCUSSION ON RESOLUTION 2

“The Board has decided that this General Meeting shall, if possible, agree on the method of winding up to be adopted. In order to be agreed at the Shareholders’ Meeting this needs to be passed nem con. If that does not happen the Board meeting will be reopened and the decision will be made by the Board, in which case the default will be to declare to HMRC that the company is dormant for Corporation Tax and to advise Companies House of the same.

“We must recognize that the company has liabilities – including the investment loans indicated in the annual accounts - and this must be taken into consideration by the Board when deciding on the method for winding up.

Rai Hamilton commented: “The assets should be put into escrow for the benefit of the shareholders.”

The chairman stated that he did not agree with Mr Hamilton’s suggestion and clearly no agreement could be reached, at this meeting, by the Board, on a method of winding up. It was therefore not necessary to have a vote on Resolution 2.

The Chairman declared the meetings closed.

 

Scans

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