Mar City Share Discussion Threads

[barnetpeter] 05/1/2018 23:49

Sad to see. This was my comment on the other thread I set up at the time. I later sold out for a thumping profit...could have got badly burnt as I had thought of buying back heavily. It just shows you have to move on before some dodgy fraud takes your cash. Aim regulation? Fraud on aim? Nothing to do with us they recently said.


"Previously known as ROE, this shell took over a lot of the assets of Mar City. This is a well-known housing group specialisng in the social sector.

No interest from AFN punters at all but the shares look very promising already up 200% from the 0.75p price when the deal was announced".

[a2584728] 05/1/2018 15:51

They have their own little company I believe and still had quite a chunk of cash from the private businesses after the PLC was delisted

[grahamburn] 05/1/2018 15:15

Where did you hear that?

Or are you confusing the small developments that Mar City are now doing under the banner of "Aurora Living" (which I referred to above). Mar City has a completely reconstituted board which is trying hard to keep the business going.

The Ryans were chucked off (to put it politely) the board of the main PLC and other direct subsidiaries a couple of years ago and their own private companies were, so far as I am aware, placed in administration soon after. Hence the difficulties in recovering any funds or assets.

[a2584728] 05/1/2018 15:03

The directors should be sued for their incompetence, I understand they are now undertaking small developments off their own backs at the moment which really gets my craw, appalling behaviour, where are the toothless AIM regulation team when there really is an issue....

[grahamburn] 05/1/2018 14:56

The AGM was on 6 December (didn't attend), but though the legacy issues seem to be overwhelming, at least the current small scale house development programme (under the Aurora Living brand) keeps the business on life support and breathing, albeit weakly.

However, the chances of a relist are incredibly remote as there is effectively zero chance of any recovery of the misappropriated funds and assets with the Ryans presumably on life support themselves! Though prosecution of the Ryans may well transpire and provide notional satisfaction that directors cannot "get away with illegal and immoral behaviour", that's not going to bring the business back to even a half-life.

[davidosh] 05/1/2018 12:45

I have no shares or interest here but the revelations seem shocking for a listed company and I wonder if any action taken against those responsible for these losses.

Is there another Agm planned for shareholders to ask questions ?

[cc2014] 05/1/2018 11:29

had a look at this today for old times sake.

Latest accounts loss of £5m before exceptional costs plus £8.4m additional exceptional costs.

Further accounting irregularities uncovered in relation to MCDL.

[lbo] 29/3/2017 12:05

https://www.duedil.com/company/07444737/mar-city-homes-limitedhttps://beta.companieshouse.gov.uk/company/09358045

[david77] 08/1/2017 11:23

The MAR AGM will be at 11am on Thursday 2 February 2017 at the offices of Dentons UKMEA LLP, One Feet Place, London, EC4M 7WS (postal postcode) or EC4A 7RA (GPS postcode)

[david77] 11/12/2016 11:31

There is now a free on-line shareholder platform operated by the Company's Registrars. All registered shareholders can use this - those with Crest a/cs. I guess that this means that you can't use it if you have a nominee a/c.

To access the service, you need to register by logging onto www.capitashareportal.com

Then key in Mar City PLC in the Company Search menu and follow on-screen instructions. You will need your Investor Code - an 11-digit reference on your share certificate.

[a2584728] 15/10/2016 14:45

It's about time someone told the PIs what is happening, I suspect the Ryan's have suffered no financial hardship through all of this.

[lbo] 15/10/2016 13:02

Yet another AIM disaster! The link to the accounts is not working. How bad are they? The warning signs were indeed flashing for a while as I pointed to on here many times. So much for the previously reported NAVs!

[noirua] 14/10/2016 09:36

I was one of the lucky ones who sold out at a profit and now will try to obtain information where ever it might be. Could easily have held on and lost a tidy sum.




Current Board of Directors:


MAR CITY HOMES LIMITED - Company number 07444737


Registered Address: Ground Floor Ts1, Pinewood Business Park Coleshill Road, Marston Green, Solihull, Birmingham, England, B37 7HG

13 Jul 2016 Full accounts made up to 30 June 2015

[grahamburn] 01/9/2016 14:36

Reading the new Chairman's comments and the recently published accounts, it wouldn't be a surprise if the net was closing on those who have acted improperly.

[barnetpeter] 01/9/2016 14:12

remember these were 0.75p when they did this deal....three quarters of a penny. Built this business and then ran off with the booty. Has anyone been arrested etc?

[cc2014] 01/9/2016 10:22

I hold no position but I think it goes something like this.

There will be some who will want to sell so that they can crystallize their capital gain loss. They may well be prepared to sell for just a few pence as they believe the company is worth nothing or without a way to trade the shares they might as well take a few pence rather than have the money sitting doing nothing for the next 5-10 years.

There will be vultures who will be prepared to pay a few pence and sit on the shares for 5-10 years. Maybe they will get a return, maybe they won't.


You could start at 50p and every fortnight drop the price by 5p until you find out where the buyers are?? I suspect they are in the very low pence.

[a2584728] 01/9/2016 10:02

Hang your heads in shame BOD.

[ed gasket] 01/9/2016 09:41

I contacted Capita to see if it is worth using the service however they refuse to give me any idea of the price trades are matched at (if any); the only price they will quote is the suspension price. So how would I know if shares are changing hands (if at all) for 50p or 0.5p ?? There no point me asking for a match at the suspension price if no-one is buying at that price. Seems a waste of time unless they will give me an indicated price which they won't. Why would anyone want to buy anyway?

[football] 31/8/2016 14:11

Not a shareholder but was in Colindale on the Edgware road on the weekend and noticed that the big Mar City development there and is finished and wondering what's happening with this company since the shares got suspended but it seems some of the projects are now finished and waiting to be occupied?

[ed gasket] 31/8/2016 13:41

Any idea what an expected 'matched price' might be? I would imagine everyone wants to sell and there aren't any buyers except for pennies which makes the exercise too expensive in admin costs (I am assuming I would have to get share certificates from nominees, then pay 'matching' fees). I have 8400 shares across a nominee ISA and a SIPP.

[david77] 09/8/2016 11:34

Mar City PLC
Ground Floor TS1
Pinewood Business Park
Coleshill Road
Marston Green, Solihull Birmingham BH37 7HG
T-0121 2007260
F-01212334095

Dear $hareholder

5 August 2016

Matched Bargain Service -Capita Asset Services

Arising from the cancellation of the Company's listing on AIM in May 2015, I am writing to you to inform you that Mar City PLC has appointed Capita Asset Services to provide its shareholders with a Matched Bargain Service ("MBS").

This service will provide shareholders with a confidential off-market trading platform to trade their shares.
The service will be open between 0900- 1700 daily from Monday 8 August 2016.

This service is postal based. To request a dealing form or to enquire further about the service, please contact Capita Asset Service's dedicated MBS Team using the details below. Please note that as the shares of Mar
City PLC are not trading on a regulated market, there may be a significant delay before any transactions in these shares are completed as there may not be sufficient demand from buyers or sellers. This also means that it may be difficult to adequately assess the value of any investment in the shares.
Buyers and Sellers are 'Matched' if their respective price expectations coincide. If you are unsure or require guidance on the price of your shares, the dedicated MBS Team will be able to assist.

While Capita can assess whether the service is appropriate for you, they are unable to provide investment advice. If you have any doubts about whether to act, you should seek advice from an appropriately qualified financial advisor.
Please remember that the value of shares may fall as well as rise and you may not recover your original investment.

This service is only open to you if you live within the EEA, The Channel Islands or The Isle of Man. MBS Dedicated Team Contact Details:
E-mail: [e-mail] Telephone: [phone]
Calls are charged at the standard geographic rate and will vary by provider. Calls made from outside the
United Kingdom will be charged at the applicable international rate. Capita's MBS team are contactable between 09:00 -17 :00, Monday to Friday excluding public holidays in England and Wales.

This letter does not, nor is it intended to, constitute any recommendation to buy or sell shares. Yours sincerely

Andrew Styles
Finance Director and Company Secretary

Capita Asset Services is a trading name of Capita Registrars Limited and Capita IRG Trustees Limited Share registration and associated services are provided by Capita Registrars LImited (regIStered In EnglaOO and Wales, No 2605568) Regulated services are provided by Capita IRG Trustees Limited (registered in England and Wales No 2729260), which is authorised and regulated by the Financial Conduct Authority and is authorised to conduct cross-border business within the EEA under the provisions 01 the EU Markets", Financial Instruments Directive Not all share plan activity is regulated.

[barnetpeter] 18/7/2016 21:42

I did very well on Mar City.....from the lows to when it was just a shell. I sold my last shares when this dubious "arrangement" became public.

"It also entered into contracts to purchase additional sites that the Group could
not, as it transpired, fully fund and, consequently, lost £4.4 million in cash deposit payments that had been made".

All that money given away....

Not coming back to the mkt with current holders is it? I guess it may get bought out by someone for a few pence per share in time.

[davidosh] 10/7/2016 12:27

I do not have a holding but there really should be someone or advisers taken to court over the way shareholders seem to have been shafted here.

Has any shareholder contacted ShareSoc (www.sharesoc.org) about the options but it will need a strong backing from shareholders to do something. What have the large institutional shareholders done ?

[david77] 10/7/2016 10:55

Page 6

Strategic Report

for the 18 months ended 30 June 2015 (continued)

These include property leases, plant and equipment rentals, general expenditure incurred on MCDl owned sites and management recharges. Detailed work has been undertaken to try to analyse, quantify and reconcile the precise amounts involved, their validity and, thus, establish the true extent of the monies owed by MCDl to the Group.

At 31 December 2013, the Group reported net debtor balances of £12.3 million as being due from MCDl and, by 30 June 2014, these had reportedly increased to £31.2 million. During the latter part of 2014 and early 2015, attempts were made to try and settle this debt: there was a payment of £9.85 million in February 2015 but a proposed transfer of property assets from MCDl did not proceed.

Consequently, as at 30 June 2015, the gross debtor balance with MCDl stood at £33.1 million. However, our detailed analytical reviews of the myriad of underlying transactions and historic payments are not yet fully complete and this number may be subject to change.

As part of these debtor balances MCDl had a liability to the Group of £8.9 million, which relates to the 'Get Britain Building' (GBB) funding received by MCDl from the Homes and Communities Agency (1HCA') together with interest thereon on the sites acquired by the Group along with Mar City land in December 2013. Pursuant to an agreement entered into by MCDl, these monies were to be repaid by MCDl as and when the Group became obliged to repay the HCA.

As shareholders will be aware your Board had genuine concerns as to MCDl's ability to satisfy its obligations to the Group. These were sadly proved correct when administrators were appointed at MCDl on 24 May 2016. While the Group will be MCDl's largest creditor there is little likelihood of any meaningful recovery of monies owed to it. Provisions have, therefore, been included giving rise to MCDl-related exceptional costs of £22.3 million.

The agreement secured by the Group to ensure that it received all remaining sales proceeds from the Green Point, Colindale development is not expected to be unduly impacted by MCDl's insolvency. While some delays have been encountered prior to the insolvency, £4.4 million has so far been received and a further £6.3 million is forecast to be recovered. Such receipts will, obviously, fall far short of the construction costs incurred and, indeed, the monies that had been received by MCDl prior to my appointment.

A decision has been taken to write-off the historic intangible goodwill of £0.7m associated with the acquisition of the housebuilding business/employees from MCDl in November 2010.

In December 2013, Mr & Mrs Ryan were each granted options over 2,757,323 ordinary shares at an exercise price of 80p per share pursuant to an equity-settled unapproved share option scheme. While these entitlements have now lapsed, at the period end a share based charge of £1.8 million has been recognised and treated a$ an exceptional item, although this will be reversed in the next accounting period, in line with accounting standards.

　

Page 7:

Strategic Report

for the 18 months ended 30 June 2015 (continued)

Other Trading Matters !

During 2014, the Group made some significant investments totalling £11.4 million in acquiring

development land. It also entered into contracts to purchase additional sites that the Group could

not, as it transpired, fully fund and, consequently, lost £4.4 million in cash deposit payments that had been made.

The Group also committed funds and resources in pursuit of its modular construction initiative both through a third party collaborative arrangement and attempting to create an in-house capability. Excessive quantities of modular housing units and materials were purchased but not utilised or deployed and this has given rise to exceptional costs of £0.8 million.

As the Group experienced ever increasing liquidity pressures during the latter part of 2014 through to June 2015, there was inevitably an impact on and severe disruption to the Group's build programmes on the sites that it owned, with many of those sites falling idle.

Board and management overhaul

The Group's Finance Director left at the end of December 2014 and the Group issued a profits warning in February 2015. Indeed, throughout the organisation there was an appreciable turnover of staff and demoralisation.

These events and other issues culminated in the Company's Nomad and its Chairman both resigning in April 2015 with the Company's listing on AIM being cancelled in May 2015.

The Group's secured lenders issued reservation of rights letters in respect of their loans asserting

various events of default and thereby entitling the lenders to demand repayment. The Group was, consequently, reliant on the continuing support of its secured lenders to continue in operational existence as its borrowings effectively became and remain repayable on demand.

As at 30 June 2015, the Group had borrowings totalling £36.2 million of which £12.2 million related to the HCA GBB funding largely inherited along with the Mar City Land acquisition. These have been

categorised as current liabilities as at 30 June 2015 given their 'on demand' status. The HCA GBB debt figure includes additional site drawdowns made of £3.8 million and accrued interest over the period under review. These drawdowns include £0.9 million claimed by and paid to MCDL in February 2014, even though the HCA GBB facilities had by then been transferred across to the Group.

Given these events, there was a clear priority to strengthen both the Board and the overarching

corporate governance and controls within the business to enable the Company and the Group to

return to a more stable qnd focused operational platform. The instigation of this process of change resulted in my appointment as the Group's Executive Chairman in June 2015 to lead a Group wide

restructuring. The Board was further strengthened by the appointment of Paul Underwood as Chief Operating Officer on 21 September 2015 and Andrew Styles as Finance Director on 10 December 2015.

　

Page 8:

Strategic Report

for the 18 months ended 30 June 2015 (continued)

Mr & Mrs Ryan also resigned as directors and relinquished their executive responsibilities within the Group on 10 December 2015 but, as stated, remain as major shareholders. Separately, the Company's remaining non-executive director, Alan Birks, resigned on 16 September 2015.

As previously advised, your Board has also been looking to recruit a suitably experienced non- executive director and is pleased to announce the appointment of Jim Meredith. He is currently non- executive chairman of Augean pic, has considerable experience in a variety of business environments and will make a worthwhile contribution to Mar City's turnaround. His appointment will commence on 4 July 2016.

Employees

Much has been demanded of the Group's employees over this period and the Board would like to recognise and pay tribute to their commitment, resourcefulness and loyalty in often difficult circumstances.

The Future

I said earlier that, despite the difficulties faced by the Group, the Board believes that the business has a viable future.

The Group's three-year business plan envisages a gradual measured increase in build rates over the next two years towards an annual output rate of 300 to 400 plots, as long as demand levels hold. Our existing land bank provides sufficient development opportunities for the next two years and any sites considered unsuited to the Group's strategy will be sold. We will look to begin reinvesting in site acquisitions later in the calendar year.

The Group's expertise in brownfield land remediation and reclamation techniques undoubtedly broadens its scope for future investment opportunities. Our goal is to safely build high quality, energy efficient homes tailored to the needs of our customers -many of whom are first time buyers - adopting primarily traditional construction techniques and focusing on a manageable range of house types that we can build efficiently.

We will also continue to collaborate and partner with local authorities and housing associations to deliver both much-needed housing and sustainable communities.

Geographically, the Group will also be more focused on its strong presence in the West Midlands extending in the future along the M40 and M1 corridors towards London and the South East. Following completion of the Colindale Green Point development, the Group will no longer be active in the London market.

Rigorous cash flow forecasting and monitoring disciplines have been implemented along with a strengthening of corporate governance and controls. Decisive action has also been taken to cut overheads, largely derived from headcount reductions across the board with the cost run-rate being dramatically reduced from £7.3 million to £4.2 million on an annualised basis. The Mayfair office has been closed in favour of a small satellite operation based in serviced offices in Staines, expensive modular build and site servicing facilities have been terminated and the Company's head office has now also moved to more suitable premises in Solihull. As revenues recover in line with its business plan the Group's overheads to sales ratio should likewise improve towards more sector average levels.