Infratech Mining Ltd (In Liq) which was directed by former bankrupt Robert James Cottle, was put into liquidation by one of its creditors on 26 June 2015 in the Nelson High Court. It was 74.05% owned by Infratech Group Ltd, and described by Cottle on Companies Office records as a “Holding Company – passive investment in subsidiary companies”. Private investors, many from Nelson, New Zealand, owned the remaining 25.06% of the company shares. A Liquidation report prepared by the Official Assignee has revealed that $1.9m had been raised by Infratech Mining from shareholders, mostly from the Nelson region, along with total claims by creditors of $4.3m.
Infratech Group, with Robert James Cottle as sole director, is listed on Companies Office records as owned by Robert James Cottle and Julia Norah Cottle who record their residential address as 1 Norrie Place, Annesbrook, Nelson, 7011, New Zealand. There is no hint that these persons are trustees of a Trust connected with Infratech Group (There is no requirement in law for any such Trust to be named on on the Companies Office Records). However, based on an investigation (see below), it would appear they the Robert and Julia Cottle jointly hold all the company’s 100,000 shares as the only two trustees of The Bellbird Trust (although the term “jointly held” is not recorded or the name of the Trust).
This becomes evident when one examines the ownership of a related company, Sceptre Minerals Ld, directed by Robert James Cottle. Its Annual Return filed on 1 July 2014 recorded all its 1,000 shares as held at that time by “Robert James Cottle and Julia Norah Cottle – jointly The Bellbird Trust”.
According to Company Office Records, on 1 May 2015 all 1,000 (100%) of Sceptre Mineralsshares were transferred from the trustees of The Bellbird Trust (note: it was identified by name) to Infratech Group Ltd.
The record of this share transfer was first recorded by “Bob Cottle” on the Companies Office website on 8 May 2015 at 16:58:33. Following this record and filed by Cottle at 17:02:41 on the same day, is a document stating that 999,000 new Sceptre Minerals shares had been issued to Infratech Group Ltd, on 1 May 2015. Followed that is another entry by Cottle at 17:02:42 on the same day stating that the total number of shares held by Infratech Group Ltd had jumped by 999,000; from 1,000 to 1,000,000.
We first find a record of the next new allocation of Sceptre Minerals shares, 9,000,000, in the company’s Annual Return filed by “Bob Cottle” on 28 July 2015 and ALL off them were issued to Infratech Group Ltd, on 1 July 2015. Note: This date of 1 July 2015 is FIVE DAYS AFTERInfratech Minerals Ltd was put into liquidation, which as noted was 26 June 2015. However, if this 1 July date is incorrect for whatever reason, and the share issue occurred before 26 June 2015 serious questions arise (see below).
The Shareholding Record of Sceptre Minerals Ltd on the Companies Office Records currently exhibits two distinct allocations:
1. 1,000,000 shares (10.00%) owned by Infratech Ltd, and
2. 9,000,000 shares (90.00%) held by Infratech Ltd.
What is going on here on Companies Office Records? Surely the true position is that Infratech Group Ltd simply owns ALL 10,000,000 shares in Sceptre Minerals Ltd if the issue dates etc. are correctly recorded? Why the need for two distinct share allocations being recorded? Where has this fresh capital for Sceptre Minerals come from that required “Bob Cotter” to issue 9,999,000 Sceptre Minerals shares to Infratech Group over the 14 month period – from 1 May 2014 to 1 July 2015?
Is it possible that the vast bulk of assets Infratech Mining Ltd (In Liq) had prior to liquidation, were transferred to Infratech Group Ltd by Robert James Cottle BEFORE the former company was put into liquidation on 26 June 2015? Of course it is! There is no reason to take Company Office records concerning dates of share issues as absolute fact. The Financial records of Infratech Mining Ltd and Sceptre Minerals Ltd may need to be thoroughly assessed by the SFO or Liquidator to confirm the records made on line by Bob Cottle.
The document record noted above that the 9,000,000 Sceptre Minerals shares were [allegedly] issued to Infratech Group on 1 July 2015 could well prove to be potentially dubious issue date. If the issue date was in fact six days earlier (i.e. 25 June 2015, ONE DAYprior to Liquidation – rather than 1 July 2015), this may well explain where the capital of Infratech Mining Ltd disappeared to prior to it being put into liquidation on 26 June 2015. Of course the transfer of assets may well have occurred prior to 26 June 2015.
Serious questions that may need to answered by SFO investigators and/or the Official Assignee:
- What was the source of the considerable capital (equivalent to the issuing of 9,999,000 shares) injected by Robert James Cottle into Sceptre Minerals Ltd, which currently remains on the register listed as owned by Infratech Group Ltd on paper, but appears to possibly be owned by Cottle and his wife as trustees of the The Bellbird Trust?
- Was any of this capital injection sourced in any way from assets obtained from Infratech Minerals Ltd, prior to it being put into liquidation on 26 June 2015?
- What is the current true relationship, if any, between The Bellbird Trust Trustess and the ownership of Infratech Group Ltd and the relationship in the 14 months prior to the liquidation of Infratech Mining Ltd?
As well as having owned Infratech Mining (In Liq), Infratech Group currently owns Infratech Timber Resources Ltd and Infratech Energy Ltd, both having Robert James Cottle as current sole director.
The Bellbird Trust of which Robert James Cottle and Julia Norah Cottle are the only two trustees has been a shareholder in both Infratech Timber Resources and Infratech Energy, prior to all the Trust’s respective shares in these companies being transferred to Infratech Group Ltd.
Interestingly Robert James Cottle directed as company with his wife Julia Norah Cottle called Bellbird International Ltd from 28 Jan 1998 to 13 Feb 2006, at which date he resigned. His wife Julia remained on as sole director until 19 Nov 2007 when the company was put into liquidation. Liquidators Vivian Fatupaito and Colin McCloy reported Cottle’s Bellbird International Ltd (Struck Off) had been audited by IRD and owed nearly $100,000 in unpaid taxes. Their Report notes: The liquidators were unable to locate any realisable assets of the Company. Therefore there was no realisations, and consequently no distributions.”
First Liquidation Report by the Official Assignee on Infratech Minerals Ltd (In Liq). Filed 30 July 2015
Companies Office website: http://www.companies.govt.nz