in Bahamas, UK

Red flags: Radley Ventures Nominees, part of the Thorn Medical network, is selling shares in Med Cell Plc, a Liverpool-based firm linked to stem cell company Med Cell Bahamas

A company called Radley Ventures Nominees is involved in selling shares in Med Cell Plc, a UK registered company linked to a stem cell research company in the Bahamas. REDD-Monitor has seen a copy of Radley Ventures Nominees’ “Confidential Private Placement Agreement”. Needless to say, this so-called “investment” raises plenty of red flags.

red flagRadley Ventures Nominees is not registered with the Financial Conduct Authority. On its website, the FCA writes, “We strongly suggest you avoid dealing with unauthorised firms.”

On the first page of Radley Ventures Nominees’ “Confidential Private Placement Agreement” is the following statement:

The contents of this private placement agreement have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this private placement agreement for the purpose of engaging in any investment activity may expose an individual to significant risk of losing some or all of such investment.

red flagRadley Ventures is part of the Thorn Medical network of companies. One of the directors of Radley Ventures Nominees is Gordon McIvor Wilson. He was also a director of Thorn Medical, until he resigned in May 2017. Thorn Medical is currently in liquidation.

Before going bust, Thorn Medical had a strange, but colourful history. In January 2016, the company announced that it was planning a £350 million listing on the London Stock Exchange. That never happened. Neither did a listing on the USA’s Nasdaq. None of the company’s plans came to anything.

red flagTwo companies are listed on the Companies House website as having significant control in Med Cell Plc: Conformo Ltd; and Kurdam Ltd. These two companies were the biggest shareholders in Thorn Medical.

Jack Kaye, the man behind Thorn Medical, is a director of Conformo and Kurdam.

red flagRadley Ventures Nominees was registered at Companies House in April 2013. Until March 2015, the company’s names was Astroway Projects Ltd. The nature of the company’s business is listed as, “Retail sale of medical and orthopaedic goods in specialised stores (not incl. hearing aids) not elsewhere classified” and “Other human health activities”.

The registered office address is Savoy House, Savoy Circus, London, W3 7DA. Several hundred other companies are also registered at this address. Here it is on Google maps:

Wem & Co is a firm of chartered accountants.

red flagA company called Radley Ventures was registered at Companies House in December 2016. Gordon McIvor Wilson was a director until he resigned in October 2017. The company changed its name to Kyrix Medical Projects in October 2017. The company was dissolved via voluntary strike-off in May 2018.

Another company, called Radley Pharma, was registered in July 2007. Gordon McIvor Wilson has been a director since September 2011. The company’s registered office is also Savoy House. At the end of 2016, the company had fixed assets of £998 and £1,479 in the bank. The company has no employees.

red flagMed Cell Plc was registered in March 2018. The company’s registered address is 48-52, Penny Lane, Mossley Hill, Liverpool, England, L18 1DG. Hundreds of other companies are registered at the same address. It’s another firm of chartered accountants:

red flagOne of Med Cell Plc’s directors, Peter Kellner, is also director of a company called Med Cell Bahamas, registered in the Bahamas. (There are echoes here of Thorn Medical’s involvement with a stem cell company called Okyanos. You can read more about that in the comments following this November 2016 post on REDD-Monitor – including a response from Thorn Medical’s director, Jack Kaye.)

Kellner was also chairman and CEO of a Swiss company called Med Cell Europe, from January 2010 to December 2016, according to his LinkedIn page. The company’s website consists of the following announcement:

An archived version of the website is available here. An investor presentation about Med Cell Bahamas explains that the law on stem cell treatments in Switzerland was changed in 2015. So Med Cell moved to the Bahamas.

According to the investor presentation, Med Cell Bahamas is owned by Med Cell International, which in turn is owned by its founders: Steven Kellner (50%), Peter Kellner (25%), and Miriam Reif (25%). Med Cell International was registered in Delaware in December 2017.

In August 2016, the Bahamas National Stem Cell Ethics Committee granted Med Cell Bahamas provisional approval to conduct stem cell research and build a laboratory. One year later, the Bahamas Journal reported that, “An initial $4 million was invested for the attainment of laboratory and storage equipment as well as the recruitment of some seven to 10 employees.”

But there are no photographs of the laboratory building on Med Cell Bahamas’ website. On the website, the company claims to have a scientific advisory board, but it does not give the names of any of the people on the board. In an “executive summary” Kellner writes that,

The company currently has over 475 clients worldwide and is now posed to establish its global headquarters and ‘centre-of-excellence’ with a stem cell laboratory and therapy centre in the Bahamas.

red flagKellner has posted a brochure advertising Med Cell Bahamas on SlideShare. It was posted on 17 January 2017. The brochure gives the impression that the laboratory is completed:

In our laboratory intensive research takes place in the ongoing development of secure and efficient processes for the treatment and cryopreservation of adult stem cells from adipose tissue.

The brochure includes this photograph – which certainly gives the impression that the laboratory is finished:

Unfortunately, the photograph was lifted from – a website about health care in Switzerland for Russians.

red flagThe last page of Med Cell Bahamas’ investor presentation states “For further information, application form or subscription agreement please contact: David Campbell or your introducer.” Campbell is a director of Med Cell Plc.

Campbell has also been a director of two “Thorn” companies: Thorn Ventures Limited, and Thorn Operations Limited, although he was director of the latter for only one day.

Campbell has some experience of investments in the Bahamas. He is also a director of a company called JV Investments (UK) Limited, a company that encouraged people to invest in plots in an “Eco Village Development” on Long Island, Bahamas.

According to a June 2016 article in Tribune 242, Campbell was the developer of the project. He “splits his time between Canada and Switzerland”, the article notes, adding that,

The somewhat mysterious Eco Village Bahamas has its own website, but it is unclear whether the project has obtained the necessary permits and approvals from the Government to proceed.

John Brier and three other investors ended up taking out a legal case in North Florida against Keith De Cay, one of people involved in the project in the Bahamas. Tribune 242 reported that De Cay admitted “that the land sales to Mr Brier’s group were illegal because the lots were not in an approved subdivision, as required by the Planning and Subdivisions Act”.

Brier and the other investors won their case and received their investments back from the landowner, Billy Wayne Davis, a man who Tribune 242 describes as having had a “long and colourful career in real estate sales”.

red flagRadley Ventures Nominees is not selling shares in Med Cell Bahamas, or in Med Cell International, but in a company called Med Cell Plc, which has a registered office in a firm of accountants in Liverpool.

High risk doesn’t come close to describing these shares as an investment.

The Financial Conduct Authority has some good advice on its website for people who have invested in these sort of shares:

If you are concerned about an investment, you should stop sending money to the firm and individuals involved. If you have given them your bank account details, tell your bank immediately.

If you are contacted by Radley Ventures Nominees, or any other company selling shares in Med Cell Plc, put down the phone and report the call to Action Fraud and the Financial Conduct Authority.

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  1. I’m rather worried now, as I wonder how this all will effect the Price of MedCell shares?

  2. @Gerfried von Kynhoff – I assume you bought shares in Med Cell. Would you mind answering a few questions about how, and why, you decided to invest:

    – How did you hear about this “investment” opportunity?
    – Which company told you about Med Cell?
    – Why did you decide to invest in such a high risk investment?

  3. My partner is owed 800,000 shares – been waiting for 6yrs for them to list

  4. I invested in Thorn Medical who were then taken over by Technicity and finally MedCell. I have been contacted and asked if I want to sell my shares in MedCell. Should I be worried?

  5. I found your Red Flag when doing due dilligence into Radley Ventures and Med cel PLC

    I was contacted by cold call by Ray Singh of Radley Ventures followed-up by an e-mail from Gordon McIvor Wilson. The story was of Med Cel Plc planning to float on NASDAQ North in January with a listing of company doing Stem Cel Reasearch and having already established a frozen Stem Cell Bank which some rich and famous had already donated their stem cells to should they need them in the future when technology uses these to combat diseases later. Also having other related products on the market and being expanding company via take-over.
    I said I would read their details as I like to review investment oportunities. They must have got my name from someone else in the high yield financial sector.
    The oportunityin this one was to get into this share offering at a discount price before floatation with discount shares now. Current Med Cel price being 1.80 but I have been offered discount via Gordoin Wilson of £1.40 per share for 1500 shares costing £2,100.00. Gordon Wilson having these discounterd shares available to him as a Director of both firms.
    Shares would be issued within ten days of payment. But only valuation at the moment is by them.
    These shares expected to rise significantly on floatation and company progress and as this type of medicine becomes more mainstream. They also hold shares in a Medical Canabis specialist company which is another area where expansion is expected to grow.
    They would introduce me to a choice of several suitable stock brokers who could deal the shares on NASDQ North when floated.
    I visted website and downloaded their fourth quartery Shareholder Newsletter.
    They plan to establish a Worldwide Centre of Excelence in Bahamas and have an extensive piece of land available.

    The Newsletter 04 says that there are 83,593,130 Ordinary Shares of Med Cel in circulation. (Nominal value 0.01 Euro each)
    Preference shares (presumably held by a privalidged few have 100 times voting rights in the company (That is usually so that the founders can keep control, and in my experience typical in dodgy deals.)

    Your Red Flag has discouraged me enough to decide not to complete the application or invest with them.

    I have all my written correspondence with them on file and am willing to send it to the Anti-Fraud police if required.

  6. Has anybody looked at Med Cell recently, with Jack Kaye holding 25% but under 50% thru his own name and various companies. 54m shares out of 123m shares so we have been advised.
    They keep saying they will be listed since last May and finally they said Nasdaq North will not accept them so now its the Vienna Borse but they have to sell over €100 on their bond which we have been told has been done and now they want both to be listed simultaneously on the Vienna Borse but are waiting to be listed, but we have been here before,
    It smells like a fish, it looks like a fish and by golly it is a fish!!

  7. @Frank Kinlan – I’m not sure which specific bit of this you think doesn’t look good – here’s a screenshot of the Companies House filing history taken today:

  8. The Medcell investor pages and links have been deleted and now we are left with only links to an unauthorised facility in the Bahamas, which would appear to be their only asset other than a filing cabbinet. I was told by a certain Mike French that his commission on a £40K 2 block transaction wouldn’t fill his Bentley. I held 1 block at the time.

  9. Sorry, who is Mike French and where did you get your shares from?

  10. @Iceman – Good question.

    @Frank Kinlan – You write that, “The Medcell investor pages and links have been deleted”. Which Med Cell investor pages? Can you provide the web address, please? Thanks.