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The tangled web of Enviro Associates, Gemmax Solutions, Gemmax Solutions Nominees and Clearset

In October 2013, Enviro Associates admitted that “in the voluntary carbon market, no one can sell your credits at this stage because the trade platforms are still in development stage”.

It may come as a surprise, then, to learn that Enviro Associates is telling other people that it can sell their carbon credits. But only if they buy more carbon credits.

If you were to buy carbon credits from Enviro Associates, you would probably receive a letter and a “Declaration of Trust” from Gemmax Solutions, informing you that Gemmax Solutions is the custodian of your credits. (A copy of a letter and “Declaration of Trust” is posted below.)

A few weeks ago, Gemmax Solutions put out a statement explaining that, “We cannot deliver your credits”. On Naked Capitalism, Richard Smith writes,

Let’s try to make sense of one statement: “We cannot deliver your credits”. It appears to imply that, if investors originally purchased their credits via a broker that happened to be clearing via Gemmax Solutions, or via Carbon Neutral Investments, then, since this market purportedly works by delivery versus payment, any such investors who now want to sell simply can’t get money for their carbon credits at the moment, and may never get any. Perhaps Gemmax Solutions would like to clarify this point. It is one that investors will care about.

On its website, Gemmax Solutions has a series of “Frequently Asked Questions”. Unfortunately, Gemmax does not answer Smith’s question. Here are four of the questions and answers (click on the image for a larger version):

Opus Capital Limited, the company mentioned in the third answer, is the current name of Carbon Neutral Investments. Its director is Paul Seakens.

The next question is baffling: “What do I do if there appears [sic] to be assets missing?” Having told you that your “assets” are pooled and “it is not possible to identify your holdings at an individual level”, how would anyone know whether any “assets” are missing?

Before looking at Gemmax Solutions’ letter and “Declaration of Trust”, there are a few things we should remind ourselves of:

  • July 2010: The Financial Services Authority shut down a company called Simply Trading Group and banned its directors from senior management roles. Luke Ryan was one of STG’s directors.
  • February 2011: Luke Ryan registered a company called Enviro Associates. From June 2011 to December 2012, Paul Seakens was a director of Enviro Associates. The company sells carbon credits as investments.
  • November 2012: The BBC secretly filmed Luke Ryan, the director of Enviro Associates, making misleading claims about how much money can be made by investing in carbon credits.
  • July 2013: The Financial Conduct Authority put out a warning advising people to beware when an investment involves Gemmax Solutions, whose director is Paul Seakens. (Seakens was also director of Carbon Neutral Investments, Gemmax Solutions’ predecessor. The Financial Services Authority, as the FCA was called up to April 2013, put out a warning about Carbon Neutral Investments in March 2013.)
  • September 2013: The FCA put out a warning that “you should avoid investing in carbon credits” and provided advice on avoiding “what is most likely a scam”. (The FSA warned about buying carbon credits as investments in 2011 and 2012.)
  • October 2013: Journalist Paul Murphy, writing on the Financial Times blog FT Alphaville, describes a letter from Enviro Associates as “scumbag correspondence”.

Here’s the letter from Gemmax Solutions:

Dear XXXX,
As a result of your settlement of a transaction with Enviro Associates Limited, Gemmax Solutions Limited (Gemmax) now acts as custodian for the asset(s) you purchased. Please find enclosed a Trust Deed, this is absolute confirmation we hold your credits for you on a nominee basis. You do not need to sign or return this document; it is a one-way agreement and does not require you to take any action.
You are able to view your holdings from the Gemmax website at by using the username and passwords which were emailed to you recently.
Yours Sincerely
[Signed by Paul Seakens]
Compliance Department

Gemmax Solutions Limited is registered in England and Wales No. 07260486
Registered Office is at 1-6 Yarmouth Place, Mayfair, London W1J7BU


The “Declaration of Trust” involves several companies registered at 1-6 Yarmouth Place in London. Opus Capital, Gemmax Solutions, Gemmax Solutions Nominees Limited, and Clearset Limited. Paul Seakens is the director of all these companies.

Here is the “Declaration of Trust” in full. The numbering system (in which 1 comes before 2 and before 7) and the typos (“units(s)”, “Owner'(s)”) are in the original.

DECLARATION OF TRUST executed as a DEED and dated XX XXXXX 2013 by GEMMAX SOLUTIONS NOMINEES LIMITED, a company incorporated and registered in England & Wales with Company No. 08481505, whose registered office is at 1-6 Yarmouth Place, Mayfair, London W1J7BU (the “Nominee”).

    (A) The person whose name and address are set out in the Schedule to this Deed (the “Owner”) has acquired ownership of the Asset(s) by acquisition from a broker who is a member of a clearing platform operated by Gemmax Solutions Limited (“Gemmax”). Details of the Asset(s) acquired by the Owner are shown within Clearset a clearing platform and register operated by Gemmax Solutions Limited in which the number of units(s) are for the time being owned by the Owner are recorded.
    (B) The Nominee, a wholly owned subsidiary of Gemmax functions as a nominee company and acts as the holder of Asset(s) on behalf of the Owner. The Nominee is registered as the holder of the Owner’s Asset as a bare trustee for the Owner under the terms of this Deed. The Nominee’s function as the registered holder of the Owner’s Asset(s) does not involve or imply any agreements or arrangements between the Owner, the broker from whom the Owner’s Asset(s) have been acquired, Gemmax and/or any other person and the Nominee’s role is limited to acting as nominee for the Owner under the terms of this Deed.


    1. The definitions in this clause apply in this Deed:

    “Asset” means any items purchased through the Clearset platform as operated by Gemmax Solutions Limited.
    “Clearing Platform Ownership Records” means the register of Asset(s) on which the Owner’s Asset(s) are recorded;
    “Commencement Date” the date at which the owner paid for the Asset(s);
    “Clearset” the clearing and settlement platform operated by Gemmax Solutions Limited for the transacting, settling and clearing of unregulated Asset(s), i.e. spot commodities;
    “Owner’s Asset(s)” means the Asset(s) which are recorded in the Clearset and any further Asset(s) acquired by the Owner that are held by the Nominee and recorded from time to time in the Clearset Ownership Records;
    “Holding Service” means the registry or account on which Asset(s) are validated and recorded on the ClearSet platform by the custodian;

    2. In this Deed a reference to a party includes its successors in title and permitted assigns and a reference to a person includes an individual, firm, body corporate, association or partnership, government or state (whether or not having separate legal personality).
    3. The Owner has appointed the Nominee and the Nominee accepts its appointment as nominee to hold the registration of the Asset(s) for the Owner on the terms of this Deed.
    4. The appointment of the Nominee by the Owner under this Deed shall commence on the Commencement Date and shall continue for so long as the Owner’s Asset(s) are registered in the name of the Nominee and recorded in the Clearing Platform Ownership Record as owned by the Owner.
    5. The Nominee hereby acknowledges and declares that it is named by the Holding Service as the holder of the Owner’s Asset(s) and holds the Owner’s Asset(s) on trust for the Owner as the absolute beneficial owner thereof on the terms of this Deed.
    1. The Nominee undertakes with the Owner:

      6.1 to hold all benefits or rights acquired in respect of the Owner’s Asset(s) on trust for the Owner on the same terms as the Nominee holds the Asset(s);
      6.2 to exercise all rights or privileges attaching to the Owner’s Asset(s) only in such manner as the Owner shall expressly direct or approve;
      6.3 to transfer, deal with or otherwise dispose of the Owner’s Asset(s) in such manner as the Owner shall direct and not to sell, transfer, charge, encumber or otherwise deal with or dispose of the Owner’s Asset(s) except as expressly so directed;
      6.4 to notify the Owner forthwith upon receipt by the Nominee of all notices and documents whatsoever affecting or relating in any way to the Asset(s).

    7. The Nominee shall be entitled (at its descretion) to require the Owner to give or confirm any direction in writing and may refrain from acting until such written direction is received. The Nominee shall be entitled to rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by or on behalf of the Owner and shall not be liable to the Owner for any of the consequences of such reliance.
    8. It is a condition of the Nominee’s appointment under this Deed that the Owner’s interest in the Owner'(s) does not involve participation in a collective investment scheme or any form of derivative trading in relation to the Owner’s Asset(s) or any other activity that would require to be regulated by the FSA or any other competent regulatory authority. The Owner by accepting the appointment of the Nominee under this Deed is to confirm that he is not engaged in any such activity and that the Owner’s Asset(s) are held for the Owner’s benefit and that any sale of the Owner’s interest in the Owner’s Asset(s) will be conducted in compliance with the terms applicable to the sale of Asset(s) outside FSA regulation. The Owner acknowledges that he is not accordingly entitled to the protections afforded to clients or organisations that are regulated by the FSA.
    9. In the event that the Nominee receives an offer to purchase all or any of the Owner’s Asset(s) from any third party that is directed to the Nominee as the registered holder of the Owner’s Asset(s), the Nominee will be able (but not obliged) to inform the Owner of the offer that the Nominee has received.
    10. This Deed shall be governed by an construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

[Signed by Paul Seakens]



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  1. It is very unclear what responsibilities Gemmax (and previously Carbon Neutral Offsets) have to the investor, despite being FCA Authorised as a Small Payment Institution.

    I purchased some credits in a specified project through a Broker, with payment made to CNI. It turned out that I was allocated credits in an entirely different project without my knowledge or consent. Gemmax tell me that was due to an error by their Supplier, but this is not their responsibility and if I have a problem I should go back to my broker who are non-contactable. On this basis, despite taking you money it seems that Gemmax feel they have no responsibility for you receiving what you paid for.

  2. A couple of actions by the relevant authorities would go a long way to clarifying this business, which at the moment is clouded by shell companies and intermediaries, vague legal definitions and half-hearted advice from the financial watchdogs who are supposed to protect their citizens.

    a) VCS, registry operators and others involved in defining voluntary carbon credit standards to come out and categorically state that these products are not suitable in any sense for private investors to buy and sell, only for companies to purchase and retire for carbon offsetting purposes.

    b) Financial authorities such as the FCA to similarly categorically state that sale of these products to private individuals for investment purposes by intermediary companies constitutes fraud – with no qualifications.