David Ian Henderson – Property Ventures Ltd (In Liq.) and role of Liquidator

David Ian Henderson is a twice bankrupt Christchurch property developer whose Group of companies – Property Ventures Ltd [“PVL”]- were placed in liquidation on 27 July 2010. On 9 June 2014 Mr Henderson will be examined as a current bankrupt before the High Court to give account of his various activities while subject to the bankruptcy order (Note: It is unlawful for a current bankrupt to play any role in the management, directing or promoting of a company).

One of the tasks of a Liquidator nominated by the Commissioner of Inland Revenue and appointed by the High Court to liquidate a large Group of companies such as PVL, is to try and determine whether or not a director(s) of the Group has committed any offence(s) under the Companies Act 1993, the Insolvency Act 2006, The Securities Act, the Tax Administration Act 1994, or the Financial Reporting Act 1993 etc., and report any breach(es) to the Registrar of Companies.

The task of unravelling the often convoluted network of company subsidiaries and related companies within such a Group can be a daunting one for any Liquidator, as illustrated in the example below – involving ongoing litigation initiated by the Liquidator against David Ian Henderson (and his companies) because he has allegedly failed for some years to provide the required documentation to him the liquidator to complete his statutory duties. Liquidators have a statutory right under s. 261 of the Companies Act 1993 to demand financial records, records of company related correspondence etc. from a company director. Failure to provide it in response to a formal request is an offence and if convicted, the director “is liable to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years” under s. 373(3) of the Act.

The liquidator has reported that a proliferation of companies were used by Henderson to “thwart liquidators,” by liberally using cross-guarantees to muddle the affairs of various entities.

Property Ventures Ltd (In liquidation) – Unravelling a complex “single economic unit”

Anthem Vineyards Ltd (previously Anthem Ventures Ltd until 23/05/08 and Gibbston Ventures until 17/12/04), which was incorporated on 27 February 1998, is currently owned by FTG Trustee Services Ltd which is wholly owned by twice-bankrupt Christchurch property developer David Ian Henderson. Dave Henderson or “Hendo” as the media refer to him, currently resides at Unit 58, The Heritage, 98 Worcester Street, Christchurch with his wife Kristina Louise Buxton according to Companies Office records. Henderson’s biggest project prior to his latest bankruptcy, which was imposed on 29 November 2010, was a $2b development near the airport in Queenstown carried out under the auspices of his companies Five Mile Holdings Ltd (In Receivership and Liquidation) and Property Ventures Ltd (In Liquidation) [“PVL”].

Anthem Vineyards Ltd has its registered office with Canterbury Legal Services Ltd, 256 Memorial Avenue, Burnside, Christchurch, 8053, New Zealand.

Ian Bruce Hyndman, who resides at 25 Moorhouse Avenue, Addington, Christchurch, 8011, New Zealand, is the current sole director of Anthem Vineyards and he is a close friend and business associate of Mr Henderson. Mr Hyndman was appointed director on 1 December 2010, the same day Henderson resigned as director. Until his resignation Henderson had been director since 6 November 2002 and sole director from 26 May 2008.

An on-line share transfer record dated 17 July 2008, shows that Henderson became the sole shareholder of Anthem Vineyards when he acquired (in his name) all of its shares (1,000) held by Property Ventures Ltd (In Receivership) [“PVL”]. The means by which he achieved this is worthy of very close inspection.

The 2007 Annual Return for Anthem Vineyards, filed on 8/11/07, lists Henderson as one of its four directors, and PVL (In rec.) as its sole shareholder. The 2008 and 2009 Annual Returns filed on 13/11/08 and 3/11/09, respectively, record Henderson as one of its four directors and sole shareholder. A share parcel change is recorded on 11 March 2010 documenting the transfer of all Henderson’s shares to FTG Trustees Ltd, a company he directed and owned at the time.

The directors and major shareholders in Property Ventures Ltd (In Liq) [“PVL”]

Atlas Securities Ltd (In Liq.)

The 2008 Annual Return of PVL, filed on 3 June 2008, just 44 days before the recording of Henderson’s acquisition of all its shares in Anthem Vineyards, records PVL’s major share parcel (13.84 million shares) holder as Atlas Securities Ltd (In Liq). Robert Andrew Dalziel was appointed director of Atlas Securities on 30 August 2008, the same day David Ian Henderson resigned as director of the company.

Therefore Henderson who directed Atlas Securities from 15/01/03 to 19/05/04 and then from 23 May 2005 to 30 August 2008, gained ownership himself of Anthem Vineyards from PVL, at a time (transfer recorded 17/07/08), when he was sole director of PVL’s major shareholder (Atlas Securities). The transfer of ownership of Anthem Vineyards occurred just seven months before Atlas Securities was put into liquidation on 10 February 2009 (see below), Furthermore the transfer occurred before Henderson transferred the ownership of Atlas Securities from himself (Henderson had owned it since 15/01/03) to Robert Andrew Dalziel (recorded on 5 November 2008).

Atlas Securities Ltd (previously Ladies Mile Holdings Ltd until 14/02/06), which was incorporated on 15/01/03, was put into liquidation on 9/02/09 and struck off the Register of companies on 18/04/12. David Ian Henderson was its initial sole shareholder (his consent was signed on 13/01/03) and he remained sole shareholder until at least 7/07/08, the date of the company’s last listed annual return. Following that filing and prior to being put into liquidation on 10/02/09, all of Henderson’s shares, as noted, were transferred to RA Dalziel Holdings No. 2 Ltd, a transfer first recorded on line on 5/11/08. (Henderson’s partner, Kristina Louise Buxton was a director of Atlas Securities from 20/02/03 to 25/05/05).

Soon after Henderson personally acquired all the shares in Anthem Vineyards previously held by Property Ventures (In Rec.) [“PVL”], a transfer recorded on 17/07/08 as noted, PVL issued 42,425,486 shares, recorded on the companies office website on 14 October 2008. Seven days prior to this notification two directors, Alister Spedding Johnston and Austin John Forbes, resigned, leaving Henderson and Adolph de Roos as its two directors. One wonders whether Johnston and Forbes resigned in protest once notified of Henderson’s intended acquisition of Anthem Vineyards from PVL, given that he owned both PVL’s major shareholder (Atlas Securities) and was its sole director at the time, and was a director (one of four) of PVL.

PVL was put into liquidation on 27 July 2010 with both Henderson and de Roos still listed as its two directors.

The Montpellier Group and RFD Investments and the key role of Henderson’s wife Kristina Louise Buxton

It is important to determine which entity acquired the 42,425,486 shares issued by PVL (recorded on 14/10/08). The vast bulk of them (3,161,371) were taken up by The Montpellier Group Ltd which was directed by David Ian Henderson from 2 December 2002 until it was struck off on 5 March 2012 (Henderson was its sole director from 10 July 2009 to 5 March 2012). The remaining shares (573,230) were taken up by three persons residing in the US.

The Montpellier Group had as its major shareholder RFD Investments Ltd (In Rec and Liq.); prior to it becoming a major shareholder in PVL.

RDF Investments (In Rec. and Liq.), which was incorporatedon 8 December 1999, is owned by David Ian Henderson’s wife Kristina Louise Buxton. She has owned the company continuously since 1 October 2002 and was a director from 20 January 2001 to 16 July 2002. Henderson was appointed director of the company on 15 July 2002 and was its sole director from 9 June 2008 onwards until it was put into receivership on 21 June 2010.

The shareholding of PVL is recorded in its 2009 Annual Return, filed on 30/06/09. Atlas Securities Ltd is listed as holding the largest share parcel (13,840,803 shares), followed in order by The Montpellier Group (3,161,374), Ronald Ernest Whiteley of Fendalton, Christchurch (1,048,333), and fourth – Big Blue Admin Ltd (674,867).

No further documents were filed by the directors of PVL following the 2009 Annual Report, prior to the announcement on 05 Mar 2010 17:05 that the company had been placed in receivership.

David Ian Henderson had been involved as director in two of the largest shareholders of PVL, prior to and up to the point it was put into liquidation on 5 March 2010. He directed Atlas Securities from 15/01/03 to 19/05/04 and 23/05/05 to 30/08/08 and The Montpellier Group from 9/12/02 to 5/03/12.

Reiterating several key points so far:

The Montpellier Group was owned by Henderson’s partner Katrina Louise Buxton from 1 October 2002 until it was put into liquidation, and Atlas Securities was owned by Henderson from 13/01/03 until all his shares were transferred to RA Dalziel Holdings No. 2 Ltd, just prior to the company (Atlas) being put into liquidation (share transfer recorded 05/1/08).

Henderson became the sole shareholder in Anthem Vineyards Ltd on or shortly before 17 July 2008 (date of share transfer record) and on 11 March 2010 a transfer of all those shares (1,000) to FTG Trustee Services Ltd (owned by Henderson) was recorded on line.

PVL is put into liquidation on 27 July 2010.

The liquidator nominated by the Commissioner of Inland Revenue and appointed by the High Court was Robert Bruce Walker. With the transfer of ownership of Anthem Vineyards from David Ian Henderson to a company he owns and directs, FTG Trustee Services Ltd, prior to liquidation proceedings for PVL commencing, this asset (Anthem Vineyards) of PVL had been securely ring-fenced by Henderson and presumably cannot be accessed by the liquidator of PVL.

Prior to liquidation, PVL was placed into receivership on 5 March 2010 by Allied Farmers Investment Ltd (the major creditor) – Grant Thornton New Zealand Limited was appointed under the powers contained within a general security agreement dated 6 July 2006 (PVL remained in receivership until Walker was appointed liquidator on 27 July 2010).

The first receivership report dated 13 May 2010 records the two largest preferential creditors as” Allied Farmers Investments Ltd (owed $40,856,151), South Canterbury Finance Ltd (owed $27,425,000). Preferential Creditors were listed as IRD ($101,618) and Employment entitlements ($209,115).

The receivers noted that “progress … in identifying assets of the company available for realisation… has been hindered by a lack of cooperation from the director [David Ian Henderson] and the provision of limited information regarding the financial affairs of the company and its various subsidiaries.”

The receiver’s report dated 2 November 2011 documented the total debts of the company – including secured and unsecured creditors – to be $69,340,040.

The first liquidator’s report by Robert Bruce Walker was dared 30 April 2012. He concluded that there were “no immediately apparent assets available for realisation” and in accordance with s 245 of the Companies Act he gave notice that he would not be calling a meeting of creditors to confirm his appointment. He noted:

“Henderson in the matter of PVL v Tuam Ventures Ltd (in receivership) [CIV 2009-409-2130] confirmed that PVL and its subsidiaries and related companies operated as a single economic unit….

“PVL is a figurehead that did not directly engage in development activity or the operation of a business. It conducted its activities through subsidiaries (and other companies0 and it guaranteed those activities.”

He wrote that a proliferation of companies were used by Henderson to “thwart liquidators,” by liberally using cross-guarantees to muddle the affairs of various entities.

John Marshall Scutter was appointed as a second liquidator of PVL on 4 June 2013.

The latest liquidator’s report dated 28 November 2013 refers to legal proceedings that have been initiated and for this reason liquidation will be ongoing for some time.

Mr Walker has stated that his objective has been to liquidate every subsidiary of PVL.

One example of a PVL subsidiary is Five Mile Holdings Ltd (formerly Frankton Ventures Ltd until 19/02/04). It was directed by David Ian Henderson when put into liquidation from 9 February 2009. Henderson had been a director from 10 March 2004 and sole director from 5 September 2008 to 9 February 2009. Five Mile Holdings was 100% owned by PVL

Anthem Holdings Ltd

This company was incorporated as Gibbston Estates Vineyards Ltd on 20 December 1999. On 16 April 2002 its name was changed to Gibbston Downs Holdings Ltd and then changed to its present name – Anthem Holdings Ltd – on 2 September 2004. It was put into receivership on 28 August 2008 and the final receiver’s report was filed on 13 December 2013.

Anthem Holdings is the only company currently listed as owned by RFD Investments Ltd (In Rec and Liq.), the latter formerly directed by Henderson and owned by his wife Katrina Louise Buxton.

The 2002 Annual Return for Anthem Holdings Ltd filed on 20/11/02 shows RFD Investments Ltd as the sole shareholder of Anthem Holdings Ltd. The 2003 Annual Return for Anthem Holdings filed on 23/10/03 shows RFD Investments Ltd (In Rec.) as sole shareholder and this remains unchanged up until the final annual return was filed on 8/11/07.

A significant share transaction occurred between 20/11/02 and the filing of the annual return dated 23/10/03 for Anthem Holdings.

The Companies Office records shows a document filed by J. Butler, PO Box 1066, Christchurch, as follows, stating:

Anthem Holdings Limited [put into receivership 28/08/08]

Amended Share Parcel(s) filed 23 October 2003 14:41:47

Number of Shares 1,000

New Shareholder(s) RFD Investments Limited (In Rec) Level 3, Sol Square, Christchurch.

Deleted shareholder(s) Anthem Vineyards Limited. Level 3, Sol Square Christchurch.

It was just six minutes later at 14:47:40 on the same day – 23 October 2003 – that the 2003 Annual Return was filed by the same Mr J Butler.

Anthem Vineyards Ltd, as we have noted at the beginning of this article, is currently owned by FTG Trustee Services Ltd which is wholly owned by twice-bankrupt Christchurch property developer David Ian Henderson. It appears that FTG Trustee Services was incorporated on 19 August 2003 with the express purpose of being used as a well-shielded haven for Henderson to relocate the ownership of his assets in view of the impending collapse of his financial empire.

Consider the current assets of this company today owned by a twice bankrupt company director.

FTG TRUSTEE SERVICES LIMITED [incorporated 19/08/03]

A DOG’S SHOW LIMITED (2146309) – Shareholder
AFB TREASURY LIMITED (2262586) – Shareholder
ANTHEM LIMITED (1615379) – Shareholder
ANTHEM VINEYARDS LIMITED (896221) – Shareholder
CASTLEREAGH PROPERTIES LIMITED (1248632) – Shareholder
EQUITY VENTURES LIMITED (1419466) – Shareholder
GP96 LIMITED (2365055) – Shareholder
LSDC LIMITED (1494689) – Shareholder
NAVAL LIMITED (878699) – Shareholder
ODEON PROPERTY HOLDINGS LIMITED (2455038) – Shareholder
PIRIPAI SEASIDE VILLAGE LIMITED (2055507) – Shareholder
RFD FINANCE LIMITED (1419746) – Shareholder
RFD FINANCE NO 2 LIMITED (2239176) – Shareholder
SO SYSTEMS LIMITED (2213656) – Shareholder
SOL DEVELOPMENT CORPORATION LIMITED (2154481) – Shareholder
THE CARDRONA CATTLE COMPANY LIMITED (2436480) – Shareholder

The transfer of ownership of Anthem Holdings from Anthem Vineyards to RFD Investments (In Rec. from 21/06/10) between the filing of the 2002 and 2003 annual returns for Anthem Holdings, is of interest. Over this period (1) David Ian Henderson was director of RFD Investments [15/07/02 to 21/06/10], and Kristina Louise Buxton his partner was both director [20/01/01 to 16/07/02] and owner, (2) Henderson was joint director of Anthem Holdings with Buxton and then sole director when she resigned on 16/07/02, and (3) Henderson was sole director of Anthem Vineyards and then joint director with Buxton from 16/11/02 to 31/01/03.

To unravel the convoluted maze of related subsidiaries of PVL and its related companies is a task that would give any liquidator a huge challenge. The investigations are ongoing and involve further legal proceedings against David Ian Henderson as his companies, as clearly signalled by the liquidators.

Sources:

Companies Office website [A Public Record}

www.companies.govt.nz

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