The EcoPlanet Bamboo investment saga continues: Who is John Bourbon? And why does he want a new liquidator?

The EcoPlanet Bamboo investment saga continues its slow unravelling. In 2012, EcoPlanet Bamboo (UK) Ltd sold “bamboo bonds” to retail investors (promising returns of up to 895%!).

In December 2015, investors received a letter from EcoPlanet Bamboo offering them the option of converting their bonds into shares in the Eco Resources Fund, a company incorporated in the Isle of Man. In November 2016, Premier Group (Isle of Man), the manager of the Eco Resources Fund, went into liquidation.

On 16 March 2017, Gordon Wilson of CW Consulting Limited was appointed liquidator of the Eco Resources Fund.

In May 2017, Wilson issued three letters to investors in the Eco Resources Fund (posted in full below). John Bourbon, a former director of Premier Group, has filed an application seeking the appointment of Michael Simpson of PwC Isle of Man as liquidator of the Eco Resources Fund instead of Gordon Wilson.

John Charles Bourbon

According to his website, John Charles Bourbon worked for more than 20 years in financial services at Barclays Bank Group. From 1997 he worked for three years as Head of Supervision at the Isle of Man Financial Supervision Commission, followed by two years as Managing Director of the Cayman Islands Monetary Authority. He’s director of “a number of companies, the majority of which are, or are connected to collective investment funds”.

Bourbon doesn’t mention a few of his directorships on his website, including Heather Capital, Aarkad, Quadris Environmental Forestry Fund, and the Premier Group. Here are some notes about each of these spectacular investment failures.

Heather Capital

In April 2015, Bourbon hit the headlines in the Wall Street Journal: “Former Top Financial Regulator Worked at Collapsed Hedge Fund Heather Capital”.

“A former top financial regulator who wrote a book on corporate governance worked as a director of Heather Capital, the $600 million hedge fund whose collapse has sparked a police investigation. John Bourbon, a former managing director of the Cayman Islands Monetary Authority and head of supervision at the Isle of Man Financial Supervision Commission, was a director of Isle of Man-based Heather from 2006 onward, according to corporate filings.”

Heather Capital was run by Gregory King, a Scottish lawyer, Glasgow car dealer, and Gibraltar hedge fund entrepreneur. Before the 2008 financial crisis, Heather Capital raised US$600 million from investors including UBS, Credit Suisse, HSBC Private Bank, Bank Julius Baer & Co and the private banking arm of the Edmond de Rothschild group. An Isle of Man registered company, Aarkad PLC, fed money into Heather Capital. Bourbon was also a director of Aarkad.

The April 2015 Wall Street Journal article notes that Bourbon was not accused of any wrong-doing. But Heather Capital’s downfall was spectacular.

Heather Capital lent millions to develop properties and land in Scotland. The money disappeared into a complex network of loans made with little documentation. The money was never paid back and the properties remained derelict and undeveloped. The properties were almost worthless, yet they were supposed to provide collateral for the loans.

A December 2014 Wall Street Journal article notes that,

In the 2006 and 2007 accounts, auditor KPMG had flagged around $150 million of loans that Heather had made to Gibraltar-based companies, some of which, according to the accounts, were connected to Mr. King. KPMG said it didn’t know what the money had been lent out for….

A chief beneficiary appears to have been Mr. King himself. According to Heather’s financial reports filed at the Isle of Man’s companies registry, he personally took nearly $52 million in fees between 2005 and 2008. The money was paid to a British Virgin Islands company controlled by Mr. King, and the amounts were in large part justified by Heather’s supposedly sterling performance.

Bourbon declined to comment to the Wall Street Journal about the loans flagged by KPMG.

In a 2007 interview posted on YouTube, King explains how Heather Capital works.

King says, “My family’s been doing this business for more than 90 years. I have a substantial amount of my capital in this fund.” A bit later, he says, “We see ourselves as a very low risk lender in these markets.”

When asked what type of real estate Heather Capital invests in, King replies:

We do the entire UK and indeed Irish real estate market. We do quite literally all sorts. Our view is there’s no such thing as a real estate market in the UK, there are literally hundreds of markets, even within a town like Glasgow or Edinburgh, there are different markets within residential, some pockets are doing well, some are doing, you know, better than others. I think one of the things that we bring to it is that what we’re the only lender that we know that apart from having external surveys and valuations done, we have our own internal checking and evaluation team. So I think we are much more in tune with markets and real estate than other lenders are who are frankly doing it from behind a desk.

Asked about due diligence, King says,

I think that in of what we do short term commercial property lending I think there are two key risk areas, which you might want to call due diligence. One is what I would call security and documentation and the other one is valuation.

Valuation I’ve touched on earlier. Apart from taking an external survey that we can sue on, we’re the only firm on the market that we have our own internal surveyors that will double check every property that we lend on. And we visit absolutely every property that we lend on, which is unique.

The other thing is that, you know, you talk about DD, which is security and documentation. All our security work is taken up and done by external solicitors, who like surveyors are bonded with professional indemnity cover. It’s a black and white matter in the UK and Ireland because there’s a central land register. You’re either secure or your not. But unlike, you know, everybody else who also uses external lawyers, I myself am a Scottish trained solicitor, but we have our own internal team of solicitors and we double check the documentation of every single deal. So like valuation, for security documentation we have our internal double checks, and we’re quite unique in having that approach to it.

King sounds pretty convincing. But it was pure invention. Here are three examples of Heather Capital’s property investments uncovered by the Wall Street Journal: a vacant and derelict site in Glasgow; an undeveloped field in a village east of Glasgow; and a pub called The Winning Post, that was derelict, vandalised and eventually demolished.

Bourbon told the Wall Street Journal that his role was to oversee Aarkad, and “was not oversight for ongoing lending decisions.” As well as being a director of Heather and Aarkad, Bourbon also worked at King’s Gibraltar-based company, King & Company Bankers Ltd.

Investors in Heather Capital lost everything.

Quadris Environmental Forestry Fund

Bourbon was a director of Quadris Environmental Forestry Fund (until he resigned in July 2016). Launched in 2001, Quadris Environmental Forestry Fund invested more than £100 million in teak plantations in Brazil. The minimum investment was £50,000. The teak plantations were run by a company called Floresteca.

In 2016, Quadris Environmental Forestry Fund posted a £20 million loss, and in September 2016, the Isle of Man financial regulator appointed Gordon Wilson of CW Consulting as an adviser to the fund. And in February 2017, the financial regulator appointed Wilson to assume control of the fund.

Here’s how Bourbon described the plantations in Brazil, in an interview published by Blue & Green Tomorrow in December 2011:

“It’s just an incredible thing when you think about what’s going on – the growth of all this wood which is obviously desperately needed, particularly in hotter climates for building and the like, where hard wood such as teak is in desperately short supply.

“To think that we’re growing it in a sustainable way, whilst putting back loads of oxygen into the atmosphere, and employing about a thousand people at Floresteca in Brazil, you get a very warm feeling and you just believe very quickly in the fund and what it can achieve.”

But by this time, the investment was already in trouble. In March 2011, in his Chairman’s report for the previous financial year, Bourbon wrote that,

In the fifteen month period to 31st March 2011 the Fund has suffered at the hands of the global meltdown….

On the 1st March 2011 the Fund entered into voluntary suspension due to a combination of both liquidity issues with regards to a number of large redemptions in the classes and the implementation of the complete restructure of the Fund to provide much greater flexibility to manage and develop the Fund.

In November 2012, Bourbon wrote to shareholders in Quadris Environmental Forestry Fund:

Investors in Variable Growth Cells expect the fund to return 9-9.5% per annum to provide a consistent performance that is uncorrelated to other stock markets and forms of investment, and it is reasonable to expect that this will continue. Despite this there are undoubtedly a number of investors who for various reasons wish to realise some or all of their investment; given the past few years in markets generally this is not surprising.

The problem is that the fund’s money is in teak plantations, which only earn money when the trees are cut down. The first of Floresteca’s teak trees were planted in 1994 and could be harvested in 2016 at the earliest. This, Bourbon wrote, gives Quadris Environmental Forestry Fund a “liquidity problem”.

The proposed “solution” was that the funds’ “sister vehicle” the Quadris Environmental Forestry Programme would open two new cells which, Bourbon wrote, “once in launch mode, should help with this issue”. Even if that failed, Bourbon promised investors they would not lose “all” their money:

For the avoidance of doubt we still have significant forestry assets amounting to $125,730,610 in total, and they continue to grow. Subject to usual climate and biological constraints, I believe that the future of the fund is very positive once we have put to bed the liquidity issue. I have equally been asked what happens if you are unable to deal with the liquidity issue – will I lose all of my money?

Put simply the answer is NO. If, after all of our best efforts promoting the Programme we are unable to fix the liquidity problem, the route that the board would adopt would be to move to close end the fund, thereby making it a structure that looks very similar to the Programme. The downside would be that no-one would be able to sell their investment in the short term, but the upside would be that everyone would get full value from their investment as the various plantations are harvested and distributions would be made according to overall shareholding over the following years until the last tree is cut down.

In its financial statement for the year up to 31 March 2016, the auditor PricewaterhouseCoopers described,

significant uncertainty about the company’s ability to continue as a going concern. The company faces an expected funding gap when its loan facilities fall due for repayment in 2019, as current projection indicate that it will not have sufficient cash on hand from fellings to repay the loan until 2024.

Bourbon resigned as Chairman of the Quadris Environmental Forestry Fund in July 2016.

A search for Quadris on the UK Financial Ombudsman Service website reveals more than 25 decisions about independent financial advisers that advised their clients to invest in Quadris Environmental Forestry Fund.

Here’s an extract from one of the Ombudsman’s decisions. The Quadris Environmental Forestry Fund is an unregulated collective investments scheme. The Ombudsman decides that this was an unsuitable investment even for a high net worth individual:

The adjudicator pointed out that the regulator, the Financial Conduct Authority, has concerns about this type of fund. It has stated that they should only have been marketed to specific types of investor. Whilst I appreciate that Mr M would be classified as a high net worth individual; in my opinion he did not have investment experience and was not in a position to bear significant losses. But even if he was able to meet these requirements those investors should have had only a relatively small part of their money invested in UCISs. Indeed as pointed out by the adjudicator the regulator has stated that UCIS funds

“are generally regarded as being characterised by a high degree of volatility, illiquidity or both – and therefore are usually regarded as speculative investments. This means that in practice they are rarely suitable for more than a small share of an investor’s portfolio.”

Mr M was recorded with a “cautious to moderate” attitude to risk and I agree with the adjudicator that the advice to put a large part of his pension money into the Quadris Environmental Forestry Fund was unsuitable.

Premier Group (Isle of Man) Ltd

Perhaps the most surprising omission on John Bourbon’s website is his post as director of Premier Group (Isle of Man) Ltd. The company was formed in 2007. Bourbon has now left the company.

Adrian Darbyshire, a journalist with Isle of Man Today, writes that,

[A]s far back as 2010 investors had been raising concerns about the fund group it succeeded, also named Premier Group IoM, which was launched in 2001 and had seen funds that it promoted grow to £500m but closed to new investments in 2005.

The Premier Shareholders Group accused the Manx government of failing to protect investors after a fund marketed as ‘low risk’ was subjected to a market value adjuster.

The Premier Shareholders’ Group claims that hundreds of pensioners have lost all or most of their life savings as a result.

Bourbon told the Isle of Man Today, that this is all “something of a witch hunt”. Bourbon explained that although hundreds of investors may have lost money, an equal number may have made a profit.

“If you sold at the wrong time you could have made a loss,” Bourbon said.

In November 2016, Premier Group went into voluntary liquidation. Premier Group was involved in the New Earth Group of Funds, another investment scheme that has unravelled. The blog Not Just Sheep and Rugby has been doing an excellent job of documenting the demise of New Earth Solutions’ £80 million waste management contract with Scottish Borders Council to build a Mechanical Biological Treatment plant.

Premier Group was the manager of the Eco Resources Fund, part of the mind-bogglingly complex corporate structure behind EcoPlanet Bamboo.

Bourbon argues that although the liquidator (Gordon Wilson of CW Consulting) and the Isle of Man Financial Services Authority want to wind up the Eco Resources Fund quickly,

“With the right liquidator it would be possible to refinance the fund, to pay off creditors and financial indebtedness by 2023 and be left with an asset which produces US $25m per annum for investors for the following 60 years.

Bamboo is an amazing fibre product the more you cut it, the more it grows. It can be used for anything from socks and pan scrapes to scaffolding on tower blocks in Hong Kong and at the other extreme activated carbon cleaning the world’s industrial chimneys.”

Here are the letters from Gordon Wilson of CW Consulting Limited, provisional liquidator of the Eco Resources Fund:

8 May 2017

Dear Eco Investor,

Update

We refer to the appointment of Gordon Wilson on 16 March 2017 as Provisional Liquidator and Deemed Official Receiver over the Eco Resources Fund PCC PLC (“Eco”), to our report on 4 April 2017 and to the meetings of creditors and investors on 13 April 2017.

We attach to this letter a copy of the report that we have prepared on the outcome of the meetings.

In short you will see that neither resolution proposed at the meeting was passed and as a result we are now required to make an application to the High Court of Justice in the Isle of Man (“Court”) for further directions in relation to our ongoing involvement.

The hearing will be heard by His Honour Deemster Doyle at 2:30pm on Tuesday 23 May 2017.

We attach a copy of the application and supporting witness statement which we have prepared for the hearing. We ask you all to give these documents due attention and to take necessary legal advice should you wish to do so.

Application

You will see that we have asked the Court to consider the outcomes of the meetings of creditors and contributories and to make such an order as is necessary to continue the Liquidation. We have also indicated that notwithstanding the outcomes of the meetings, we consider that we should remain in place as the appointed Liquidator and Deemed Official Receiver.

There are a number of reasons for this.

Firstly, there is no willing replacement liquidator that we are aware of at the time of writing this letter.

Secondly, we believe, for the reasons set out in the attached Affidavit, that the vote by the voting shareholder, Premier Group Distribution Inc (“PGDI”), should be viewed in the context of a probable conflict of interest on the part of those with a financial interest in PGDI. In addition, PGDI’s voting shares have no economic interest in Eco, a factor that we consider to be relevant in the context of this application.

Thirdly, we believe that there may be grounds to reject the claims made by three of the five creditors whom we allowed to vote at the meeting but whose claims we marked as objected to. Those three creditors voted against the resolutions and effectively swayed the outcome of the meeting.

We have not formally rejected those three claims however we will be taking advice on that if our appointment is continued.

Fourthly, we are aware of a late communication to creditors in the weeks before the meeting which urged creditors to vote against the resolutions or abstain. This communication was unsigned, undated and not on any letterhead; however, we believe that it may have been sent by Mr. John Bourbon. We only became aware of it the day before proofs and proxies had to be submitted for the meetings and we did not have any times to respond in advance of the meetings. We have responded to the communication in the attached Affidavit pointing out what we consider to be a number of material omissions and inaccuracies which may have unfairly influenced the voting.

When hearing our application, the Court will consider my Affidavit as well as any other representations/evidence submitted by investors, creditors and the Financial Services Authority.

Liquidation Update

Pending the outcome of the above referenced application, we have tried to keep the work that we have done as liquidator provisional to a minimum.

We have set up the liquidation as a job on our systems and transferred investor and creditro information so that we have an accurate record to go forward with.

Shortly after our appointment, Eco’s administrator, Moore Management (IOM) Limited (“Moore”), resigned as registered office/registered agent and we have made the necessary arrangement to transfer the registered offices of Eco and its subsidiary, ERF Limited (“ERF”), to the office of CW Corporate Services Limited, for the time being. We have paid their registered office fees for the next 12 months.

Moore are presently working to extract Eco and ERF documents from their archive and we await receipt of those documents. Currently Moore cannot tell us what the physical volume of files is. Moore have also said that they will make available an electronic filing cabinet of records which we will be securing in the near future.

We met with the directors of Eco’s sub-subsidiary, EcoBamboo (IOM) Limited (“EBIOM”) and asked them to take steps to call the meetings necessary to put that company into liquidation. We asked them to take steps to call the meetings necessary to put that company into liquidation. We asked them to do that because EBIOM is clearly insolvent, with creditors of over $50m and only around $1,000 left in the bank. Its other assets, namely shares in plantation companies, have a book value of c$38m but the directors could not give us any assurances that those shares were still in fact owned by EBIOM. The EBIOM directors also felt that the likely value of these shares was significantly less than EBIOM’s debt to ERG meaning that EBIOM is insolvent.

Subsequent to the meeting, the directors declined to do what we asked, saying that any such action should await the outcome of the meetings on 13 April 2017 and any subsequent court hearing. We have not raised the matter again and will await the outcome of the above noted application. Meantime the EBIOM liquidation commencement process is on hold.

We have contacted Eco’s custodian, Kleinwort Benson (“KB”), in Guernsey, securing Eco’s assets under their control. The cash balances at KB as at 5 May 2017 are approximately £5.6k, €6.2k and US$1.8k. KB also hold the following shares under nominee;

100% redeemable preference shares in ERF Ltd (Held for the various sub-funds),

500 “management” ordinary “B” shares in EPB(IOM) Ltd, held for ERF Ltd, and

42c lass “A” secured loan notes issued by Eco Planet Bamboo (IOM) Ltd held for ERF Ltd.

Finally, they also hold certified copies of various property registration documentation and deeds related to the bamboo plantation property in Nicaragua.

We have met with and/or spoken to a number of concerned investors and we have received further material pertaining to the background of the structure, dating back to 2010 with the issue of bonds in the UK. We have also spoken to certain holders of leases over plantation assets as there appears to be a commonality of interest. As of yet, we have not spoken to anyone who has seen any return of capital on their investments although some people have said they received some interest a number of years back. We will continue with our enquiries if our appointment is confirmed.

ERF’s company secretary, Mr. Tushingham, resigned and Mr. Sutton has taken over as ERF company secretary for the time being.

Finally, we have engaged in correspondence with a Nicaraguan law firm, purportedly representing Sustainable Asset Lending LLC (“SAL”), to find out what authority they have in this matter and to better understand what might have happened to the plantations/the shares in the plantation companies that may have been foreclosed on by SAL. To day we have had no substantive response to our questions. We have had no communication from Mr. Wiseman either.

Conclusion

We await the outcome of the hearing following our application to the Court for clarity with which to proceed. Only then, may we take further steps into the liquidation process and investigation.

Please read the attached documents, including the application to the Court and supporting documents. Contact us if you have any questions, of if you wish for us to pass on your comments to the Court.

Yours faithfully,

Gordon Wilson

Provisional Liquidator

Enc.

 

Dear Investor / Creditor,

This is a short email to let you know that the website http://www.premierecoresourcesfund.com/ has been closed down.

This has happened because the Eco Resources Fund PCC Plc (the “Fund”) is now in liquidation and the Fund cannot afford to take over the running of the website form Premier due to its financial position.

Please email [email protected] if you have any questions in relation to the liquidation of the Fund.

 

25 May 2017

Dear Eco Investor,

Update

I refer to my appointment on 16 March 2017 as Provisional Liquidator and Deemed Official Receiver over Eco Resources Fund PCC PLC (in Liquidation) (“Eco”), to our report on 4 April 2017, to the meetings of creditors and investors on 13 April 2017 and to our last update of 8 May 2017 in which we informed you that my appointment was to be the subject of a hearing on 23 May 2017.

Counter Application

In the afternoon of 19 May 2017, we received a copy of an application filed by Mr John Bourbon, a director of Eco’s sub-subsidiary Eco Bamboo (IOM) Limited and a claimed creditor of Eco for £254, seeking the appointment of Michael Simpson of PwC Isle of Man as liquidator of Eco instead of me.

Adjournment

At the hearing on 23 May 2017, an order was made to adjourn the matter to 14 July 2017 and a timetable was set for additional evidence to be submitted.

What Happens Now?

We will file new evidence in support of our application and in response to certain claims in Mr. Bourbon’s application. In the meantime, we have delayed our plans for action in the Eco liquidation pending the outcome of the July hearing.

Please contact us if you would like to us to make any representations to the Court on your behalf in mid-July or if you have any questions.

Thank you for your patience.

Yours faithfully

Gordon Wilson

Provisional Liquidator