John Clancy: Collapse of companies directed by John Edward Clancy prompts call for Companies Office oversight.
Story by Chris Hutching – National Business Review. Monday July 27, 2015 [Read more…]
Graham Dennis HEWER was appointed by John Edward Clancy as director of Derby Grey Ltd (formerly Global Developments (NZ) Ltd), a property development company, effective on the same day as it was put into liquidation – 14 October 2014 owing over one million dollars to creditors. The Director’s Consent Certificate for Hewer was completed by Richard Somerville (Walker Townsend Ltd), the accountant for all Clancy’s companies. Earlier that day at 09:33:24 Somerville filed a document online verifying that all the shares of the company, formerly jointly held by Clancy and FJ40 Trustees Ltd; had been transferred to Graham Hewer – of residential address 87 Byron Street, Sydenham, Christchurch, 8023, New Zealand. Six days later on 20 October 2014 Somerville filed a document stating that John Edward Clancy of residential address 19 Bennington Way, Wigram, Christchurch, 8042, NZ, had ceased being director. The change of the company name to Derby Grey was made effective on 9 October 2014, just five full days prior to the company being put into liquidation by the Special Resolution of its Shareholders under s. 241(2)(a) of the Companies Act 1993.
See PDF Links for companies directed by John Edward Clancy
John Edward Clancy has set up four trusts which own all but two of the many companies he directs. These unnamed trusts, for the purpose of our Society’s analysis, are given the following names based on the “trustee services” companies involved in their formation: (1) “Clancy Trust” [Clancy Trustee Company Ltd] (2) “FJ40 Trust” [FJ40 Trustees Ltd], (3) “MF24 Trust” [MF24 Trustees Ltd] and (4) “FUBA Trust” [FUBA Trustees Ltd].
Here are links to two PDFs that set out the various ownership connections. [Note: Because Trusts are not “legal persons” they cannot by law be recorded by name on the Companies Office Register as holding/owning shares. Instead, the full legal names and residential addresses of the trustees of the trust are required to be recorded by the company directors as holding the shares on behalf of the (unnamed) beneficiaries of the trust].
The Society has submitted a number of formal complaints to the Registry Integrity Team of the Companies Office regarding breaches of the Companies Act 1993 by Mr Clancy and his accountant with respect to documentation they have filed with the Companies Office. [Read more…]
John Edward Clancy, a director of about 30 NZ registered companies, had his Ponsonby/Auckland-based accountant Richard Somerville of Walker Townsend Ltd set up three Trusts for him and his partner in order to hold their assets, including companies John Clancy directs, and property purchased. Clancy is sole trustee of two of the trusts: FJ40 Trust and Fuba Trust – which each jointly own assets with FJ40 Trustees Ltd and Fuba Trustees Ltd respectively. These two “trustee services” were incorporated by Somerville who is their sole director and holds one share in each company. John Clancy and his wife are Trustees of a third Trust which jointly owns five companies he directs, together with Clancy Trustee Company Ltd (directed by Somerville).
See John Clancy Company and Trust ownership schemes:
One company John Edward Clancy was director of – Global Developments (NZ) Ltd (now called Derby Grey Ltd) – was put into liquidation on 20 October 2014 with liabilities of about one million dollars according to the liquidator’s reports. Clancy was its sole founding director. He ceased being director just six days before it was put into liquidation, leaving his business associate Graham Dennis Hewer to remain on as sole director. Derby Grey is one of 17 companies directed by Clancy that is 100% jointly owned by FJ40 Trust (of which he is sole trustee) and the trustee company FJ40 Trustees Ltd.
Raising serious questions
This article raises serious questions about the legality of documentation supplied to the Companies Office by Mr Clancy and his accountant – Richard Townsend Somerville – involving the setting up of the three Trusts and companies Clancy directs. The use by John Edward Clancy of a range of false residential addresses and fundamentally different signatures purporting to be his – on official documents – is of serious concern. See PDF Clancy Signatures and other links below.
Richard Townsend S0merville, a former member of The Institute of Chartered Accounts of New Zealand was suspended in 2009 from the Institute following a public hearing and published decision of the Institute’s Disciplinary Tribunal. The Member was “found guilty of misconduct in a professional capacity, conduct unbecoming an accountant, breaching the Institute’s Rules and/or Code of Ethics, failing to respond to the Institute and failing to comply with an order made by the Professional Conduct Committee.”
See: Disciplinary tribunal Richard Somverville 23 March 2009. The Tribunal issued an Order that Somerville be removed from the Institute’s Register of Members and he was fined $19,621.00 (inclusive of GST).
Richard Somerville had a “trustee service” company called FJ40 Trustees Ltd incorporated on 23 August 2012 of which he is its sole director and he entered into a contract with the sole trustee of the FJ40 Trust, John Edward Clancy, to hold the single share of the company on behalf of the (unnamed) beneficiaries of that Trust.
Companies Office records show that FJ40 Trustees Ltd, along with John Edward Clancy, as sole trustee of FJ40 Trust, owns 100% of the shares in each of 17 companies he directs. FJ40 Trustees owns 99.9% of the shares in another company, with John Clancy owning the remaining 0.1% – as an individual.
The Christchurch Press reported recently that “Property records show Clancy and his trustee company, FJ40 Trustees Ltd, bought a 2 hectare lifestyle property in Clarkville in North Canterbury last year for $847,000. It is on the market.”
The Press did not publish the address of the property, but our investigations have determined that it is 245 Heywards Rd, Clarkville, Kaiapoi, 7629, NZ (confirmed by Waimakariri City Council and other sources). The property was on the market with Bayleys Real Estate in February 2014 for $960,000 prior to it being purchased by Clancy’s FJ40 Trust in June 2014 for $847,000. This 5 bedroom and two bathroom 270 sq. m dwelling and property is currently being marketed by Ray White Real Estate and has an advertised R.V. of $830,000.
See: http://www.trademe.co.nz/property/residential-property-for-sale/auction-878390682.htm [Listed 24/04/15]
245 Heywards Rd, Clarkville, Kaiapoi, 7629
This same Kaiapoi address (see photo above – credit Stuff News 7/7/15) is recorded as the registered office and address for service for BBK Developments Ltd (Co. No. 5616308) – its business classification recorded as “E321110 Land development or subdivision (excluding buildings construction)”. BBK Developments was incorporated on 9 March 2015 and John Edward Clancy is its sole director and owner.
On the same day, 9 March 2015, Clancy uploaded incorporation documents onto the MBIE website relating to another new company, VU Holdings Ltd which shares the same registered office and service address as BBK Developments – 245 Heywards Road, Rd 2, Kaiapoi, 7692 , New Zealand.
Company Office records show that VUW Holdings is 50% owned by “FUBA Trust” (No trustees names are provided on the form which is in breach of the law); and 50% owned by Graham Dennis Hewer (as an individual). Hewer, a business associate of John Clancy, is sole director of VU Holdings. (Hewer’s residential address is given as 175 Major Hornbrook Road, Mount Pleasant, Christchurch, 8081 , New Zealand).
The signature provided on the Director’s certificate and shareholder’s certificate for BBK Developments; and the signature provided on the shareholder (“FUBA TRUST“) authority certificate for VU Holdings Ltd are all identical – having been cut and pasted from some unknown source. The identical three signatures do NOT match in any way the signatures provided by John Edward Clancy on any other documents provided to the Companies Office relating to a large number of companies he directs and owns !
Document Fraud? An Examination
BBK Developments Ltd – Incorporation documents
The BBK Developments Shareholder’s Consent form for the proposed company was signed by “John Clancy” who provided his residential address as 87 Byron Street, Sydenham, Christchurch 8023 NZ” (Note this is not a residential address. It is a commercial/business office). The consent form was completed by “John Edward Clancy” linked to the same Byron Street address.
See: John Clancy BBK Shareholder Consent (uploaded by Clancy on MBIE website 9/03/15)
The Director’s Consent form for BBK Developments was signed (same signature) by “John Clancy” of residential address 245 Heywards Rd, Clarkville, Kaiapoi, 7629, NZ. This form was completed by “John Edward Clancy” of “87 Byron Street, Sydenham, Christchurch 8023 NZ”.
See: John Clancy BBK Director Consent Signature (uploaded by Clancy on MBIE website 9/03/15)
The signatures for “John Clancy” on both are identical.
The only other time the same “John Clancy signature” [Note: purporting to be that of John Edward Clancy !] has appeared on any document submitted to the Companies Office, is in relation to the incorporation of VU Holdings Ltd. The latter company, like BBK Developments Ltd has its registered office and service address at 245 Heywards Road, Rd 2, Kaiapoi, 7692, New Zealand.
(Note: 50% of the shares of VU Holdings are owned by its sole director Graham Dennis Hewer, John Clancy’s business partner, and the remaining 50% are owned by “FUBA TRUST“, a family Trust of which John Clancy is the sole trustee)
“FUBA Trust” filed a shareholder authority certificate with Companies Office and the signature is identical to the two highlighted above linked to BBK Developments.
This form was completed by, as it states “FUBA Trustees, 245 Heywards Rd, Clarkville, Kaiapoi,7629, NZ”.
However, only a legally appointed trustee of a Trust can sign a legal document on behalf of a Trust. In the case of a shareholding certificate only John Edward Clancy was authorised to sign it.
Whoever the unnamed person was who signed this form, the same person signed the Director Consent and Shareholder Consent forms for BBK Developments Ltd as noted above.
Whoever signed and submitted the shareholding certificate for “FUBA Trust” relating to VU Holdings Ltd, committed an offence under the Companies Act 1993 because a Trust cannot own shares. This is stated on the consent form. The name of a trustee or trustees of the Trust must be declared because only a “legal person” can hold shares and do so on behalf of the Trust. No trustee name appears on the shareholder consent form. The unknown signature does not match that of John Edward Clancy present on other documents he has signed. He is the only trustee for the two companies owned by the trust: Canterbury Affordable Homes Ltd and Phoenix Flooring Ltd.
The Companies Act 1993 sets out the penalties for those directors convicted of a fraudulent use of formal documents submitted to the Companies Office.
Signatures used by John Edward Clancy on other Documents
Compare for example the above three identical signatures of “John Clancy” highlighted with those used in forms signed by the “same person” – see links:
It must be stressed that whoever signed forms for BKK Developments and VU Holdings documents cited earlier, used a radically different signature to that used by John Edward Clancy in all other documents he signed.
Residential Address Falsehoods
The “residential address” inconsistencies highlighted relating to John Edward Clancy above cannot just be dismissed as mere pedantic and/or esoteric and/or irrelevant facts.
Given that no one can “reside” at 87 Byron Street, Sydenham, as the property is strictly designated a “business – commercial” unit, one must question why Clancy has persisted for years as presenting this address as his residential one. The Heywoods Rd, Kaiapoi address is now either his residential address or it is not.
Conclusion. Breaches of the Companies Act 1993 have been highlighted with respect to documentation submitted to the Companies Office by John Edward Clancy and Richard Somerville. Formal Complaints will be directed to the Compliance Team of the Ministry of Business, Innovation and Employment (MBIE).
Here are examples of the variety of distinctly different signatures used by John Edward Clancy on filed documents pertaining to his companies. All are owned by Clancy Trustee Company Ltd – a Family Trust for which John Edward Clancy and his wife are trustees.
John Edward Clancy, Graham Dennis Hewer and Derby Grey Ltd (In Liquidation):
John Edward Clancy – Company Director
Photo Source: https://nz.linkedin.com/pub/john-clancy/2b/851/941
Global Developments (NZ) Ltd (now called Derby Grey Ltd) of which John Edward Clancy was the sole founding director and joint owner along with his family trust – FJ40 Trust – of which he is the sole trustee; was put into liquidation on 20 October 2014 with liabilities of about one million dollars according to the liquidator’s reports. Six days prior to his departure as director, “Graham Hewer” was appointed by Clancy as director – effective 14 October 2014. “Graham Hewer” remained the sole director following the departure of Clancy, up until the day the company was put into liquidation.
On the same day Hewer became a new director, 14 October 2014, the company’s accountant Richard Somerville of Walker Townsend Ltd, filed a document with the Companies Office recording that all Derby Grey shares, held jointly by FJ40 Trustees Ltd/John Clancy (i.e. The “FJ40 Trust” set up by Somerville for Clancy, of which Clancy was the sole trustee), had been transferred to Mr Hewer (held as an individual). Hewer remained sole company shareholder up until the day the company was put into liquidation.
What is the relationship between company directors “Graham Hewer” and “John Clancy”? [Read more…]