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”?
Somerville recorded Graham Hewer’s residential address on the Companies Office register as “87 Byron Street, Sydenham, Christchurch 8021, NZ” when Hewer was appointed director and it remained unchanged. Hewer provided this address on his signed Director’s Consent form. However, a simple check by Somerville would have confirmed that this is not a residential address and cannot lawfully be used on any Companies Office records linked to either Clancy or Hewson’s role as director or as a shareholder. And yet it has been for some years. False information has been supplied to the Companies Office in breach of the Companies Act 1993. The address is a commercial-business zone unit.
Furthermore, Somerville failed to verify Mr Hewer’s full legal name which must be recorded on a Director’s Consent Certificate and shareholder certificate. His full name is Graham Dennis Hewer and this was not recorded anywhere, let alone on Mr Hewer’s Director’s Consent form.
More recently on 6 May 2015 “Graham Hewer” recorded his full “residential address” as “175 Major Hornbrook Road, Mount Pleasant, Christchurch, 8081, New Zealand” on his Director’s Consent document filed with the Companies Office, in his role as sole director and 50% individual shareholder of the recently incorporated VU Holdings Limited (Co. No. 5691810).
Companies Office records show that “Graham Dennis Hewer” (as an individual) owns 50% (Allocation 2) of VU Holdings Ltd, while “Fuba Trust”, set up by accountant Richard Somerville (director and sole shareholder of Fuba Trustees Ltd) owns the remaining 50% (Allocation 1). However, as Somerville, Hewer and Clancy must know, a Family Trust cannot own shares as it is not a “legal person”. The shares in Allocation 1 can only be held by the named trustee(s) of the Trust and the Trust Deed must record the beneficiaries. No trustees are named for the “Fuba Trust”.
The “presenter” of all this documentation on the Companies register involving VU Holdings Ltd is recorded as John Edward Clancy of 87 Byron Street, Sydenham, Christchurch 8023. As noted this is not a residential address and his shareholding entry is in breach of the law.
Both Family Trusts, FJ40 Trust Ltd and Fuba Trust, were set up for John Edward Clancy by accountant Richard Somerville of Walker Townsend Ltd, using respectively, the two “trustee services” companies Walker directs FJ40 Trustees Ltd and Fuba Trustees Ltd.
Clancy’s failure to comply with the law with regard to accurately recording his own residential address, is just one of the factors that has ensured that desperate creditors finding it impossible to contact him or trace his whereabouts. Christchurch Press reporter Martin Van Beynen, was informed by Sommerville that he thinks Clancy is overseas. It has been reported on Christchurch TV News that Clancy is away overseas attending “family matters” in the UK and will return next week.
http://www.ctv.co.nz/ctv-news-first-at-five.html [News Tuesday 7/7/15]
Adding to this confusion Clancy changed the company’s name from Global Developments (NZ) Ltd to Derby Grey Ltd, effective 9 October 2014, just prior to appointing Hewer as director and shortly before putting it into liquidation (as noted on 20 October 2014)
Somerville has consistently recorded Clancy’s residential address linked to the latter’s role as director and shareholder of Derby Grey, as 64 Khyber Pass Road, Grafton, Auckland 1023 (first used by Clancy on his own Director’s Consent Certificate and Shareholder Certificate both dated 13 August 2012). However, on 22 April 2013 Clancy filed a change to his ‘residential address’ to “19 Bennington Way, Wigram, Christchurch, 8042, New Zealand”. The latter address was retained as his “residential” address on records until the company was put into liquidation on 20 October 2014. Clancy does not reside at this address at present and it is the only address Christchurch City Council has listed against the name John Edward Clancy for the purpose of rates. payments.
The latest liquidator’s report on Global Developments (NZ) (now Derby Grey) informs creditors the liquidators (Ecovis KGA) are investigating “the disposal of assets by the company shortly before their appointment, with particular emphasis on the value and consideration received for such disposition. The liquidators are continuing to review the actions of the former director (Clancy).”
The Christchurch Press (7/7/15) has reported
“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” (see Press photo of propertty below)
The Press report did not give the address of the property but provided a photo of it. Our investigation has revealed the address as ……
245 Heywards Rd, Clarkville, Kaiapoi, 7629, NZ
Breach of Companies Act by John Edward Clancy
Our investigation has found that “Fuba Trust” which according to Companies Office records owns 50% (Allocation 1) of the shares of VU Holdings Ltd, had its shareholder consent form signed by an unidentified person with the entry “Completed by Fuba Trustees 245 Heywards Rd, Clarkville, Kaiapoi, 7629, NZ.” Whoever signed and submitted this document 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 can do so on behalf of the Trust. No trustee name appears on the shareholder consent form. The unknown signature does not match in any way other signatures of John Edward Clancy present on other documents he has signed.
Graham Dennis Hewer as noted owns (individually) the remaining 50% (Allocation 2) of all VU Holdings shares. As neither his name nor signature is recorded for the consent relating to Allocation 1 of the shares owned by the Fuba Trust, he cannot be a trustee. Mr Hewer signed the Director’s consent and an individual shareholder authority form for his individually owned 500 shares.
Given that it is John Edward Clancy who submitted all the above documents on 6 May 2015, it would seem clear that he has breached the law with respect to the ‘ownership’ of 500 shares by the Fuba Trust of which he is clearly a Trustee.
245 Heywards Rd, Clarville is a 20,000 sq. m. property which contains a 254 sq m house. The property was listed for sale by Bayleys Real Estate in February 2014 for $960,000. (As noted, the Press reported it was purchased by FJ40 Trustees last year for $847,000).
The Shareholder forms Hewer and Clancy and every other shareholder of any company signs states:
“A Trust, whether expressed or implied or constructive, cannot be entered on the share registry, where for example, shares are held by a family trust the name of the trustees must be entered individually as members of a share parcel.”
We return to the question posed earlier:
What is the relationship between company directors “Graham Dennis Hewer” and “John Edward Clancy”?
Having taken account of all that is set out above let us closely consider the shareholdings of Fuba Trustees Ltd which was incorporated on 29 September 2014 and those of “Fuba Trust”.
We have seen already that accountant Richard Somerville who set up the “Fuba Trust” holds the single company share to Fuba Trustees Ltd – the trustee service which holds assets on behalf of the beneficiaries of Fuba Trust. A parallel arrangement exists between “FJ40 Trust” of which John Edward Clancy is a stated trustee, FJ40 Trustees Ltd and Mr Somerville.
We emphasis again that that “Graham Dennis Hewer” (as an individual) owns 50% of VU Holdings Ltd while “Fuba Trust”, set up by Richard Somerville, owns the remaining 50% (VU Holdings was incorporated 6 May 2015).
Now we come to new pieces of data that help unravel the relationship between Hewer and Clancy…..
1. Fuba Trustees Ltd owns shares in only two companies. It jointly owns shares in: Canterbury Affordable Homes Ltd (formerly Global Affordable Homes Ltd) and in Phoenix Flooring Ltd (formerly Global Body Corporate Services Ltd).
2. According to Companies Office records both Canterbury Affordable Homes Ltd and Phoenix Flooring Ltd are 100% jointly owned by:
John CLANCY [note! not Graham Dennis Hewer]
residential address: 87 Byron Street, Sydenham, Christchurch, 8023, New Zealand [A false address]
Fuba Trustees Ltd
Clearly John Clancy is the sole trustee of “Fuba Trust”
3. Canterbury Affordable Homes Ltd has as its sole director John Clancy’s partner – Youngmee Clancy who uses the same false “residential address” as John Clancy – 87 Byron Street, Sydenham, Christchurch, 8023. Phoenix Flooring Ltd has as its sole director John Clancy.
4. “Fuba Trust” owns 20% of Ojj Christchurch Central Ltd. No trustees are named as holding any Trust shares. This is a clear to be a clear breach of the Companies Act. A Trust is not a “legal person” and cannot hold shares!
5. FJ40 Trustees Ltd owns shares in 18 companies. It jointly owns 100% of the shares in 17 companies jointly with John Edward Clancy. In a different shareholding arrangement, it owns 99.9% of the shares in the remaining (18th) company, while Clancey owns only 0.1% of its shares.
CONCLUSION: The relationship between FJ40 Trust, FJ40 Trustees Ltd, Fuba Trust, Fuba Trustees Ltd, Roger Somerville, John Edward Clancy and Graham Dennis Hewer, would appear to be in clear breach of the Companies Act 1993, based on Companies Office records highlighted above. Specific complaints are shortly to be lodged with the Registrar of Companies.