4ground: Neues Update

Es gibt ein neues Update zur Lage von 4ground.

Hervorhebungen wie immer durch Brücenopf Online.

Die Erklärung beginnt mit geschichtlichen und nfirmentechnischen Details zu 4ground und dem Mutterkonzern Tymeagain. Er ist mitunter recht technisch und enthält Besonderheiten des angelsächsischen Wirtschaftsrechts:

Regarding 4Ground, 4Ground Publishing and Tymeagain Ltd.

Tymeagain Ltd. is delighted to finally be able to let it be known we have successfully purchased the brand ‘4Ground’ along with all tangible liquidated assets of the company 4Ground Ltd.

This information release is, we hope, the easiest way for our backers to know more of what has happened. But if you would like to know more about what is happening, we would like you to contact us on enq@tymeagain.co.uk and we will answer what we can.  This is a shortened and more precise version of the general statement going out on facebook and in other places.

Why it happened; first, a bit of the history, 4Ground Ltd. (4G) was incorporated as a limited company in 2011, at the time of incorporation it had just one shareholder, that being Tymeagain Ltd. (TY) which was, therefore, the 4G parent company. This is a standard operating practice ring-fencing a name by creating a company to physically protect that identity from a third-party registering that name. This action usually means the parent company has considered the likelihood that eventually that range/label may require its own space as a separate legal entity, in the interim all annual trading returns are filed each year stating this is a non-trading, wholly-owned subsidiary of the parent, often such a legal entity is referred to as a dormant company (also known as ‘shelved’ or ‘mothballed’).

In due time the 4G range/label had become identified in the market as a leading brand, it did indeed continue to flourish. At a later point in time, 50% of the ‘mothballed’ company’s shares were offered to and then acquired by Adam Cresswell-Jeal. This was in preparation for it finally being the right time to commence trading; therefore 4Ground Ltd. would no longer be dormant. From this period onwards Tymeagain Ltd. retained 50% of the original 100% ownership but 4G was no longer a brand within TY. As a trading company 4G started to file actual annual trading returns to companies house (so from being a TY brand it had now broken away to be trading independently of TY.).  Later Cad (Benedict Cresswell-Jeal) was also brought on as a shareholder owning 26% of the shares with Tymeagain and Adam Cresswell-Jeal split with the remaining shares.

From the moment a company breaks away from its parent company, it has no credibility (poor credit) in its own right. It is usual for the parent company to still help in every way possible (financially, logistically) but the parent company cannot do this gratis (without reason). It is usual in this instance for there to be an intercompany account ledger set up between the two companies, to better prevent the likelihood of gratuitous trading between the two companies.

Historically the intercompany accounts ledger between TY and 4G has recorded all such instances, for example, every time TY provided working capital, or for the renting of 4G premises/space to operate/warehouse, etc. renting the TY owned manufacturing equipment/machinery, etc. and sundry another intercompany trading. Legally, within reason, nothing is to be considered for free in intercompany accounting; therefore where taxes would usually be incurred between unrelated companies, these same taxes must be incurred between related companies).

By the end of 2016, 4G and TY were having a lot of duplication of tasks, such as government information request returns, insurance/indemnities, etc. This we identified as being collectively a great inefficiency, we obviously wished to achieve better efficiency in our collective day-to-day working practice. It was at this time that it was decided that TY would change its known trading/working practice – under English and Welsh law it is possibly illegal in some instances for a registered trading company to trade in a field/market differing greatly from that which they had originally stated on their incorporation (please note it is not usually considered illegal, but for any company to know if at any point they cross the line it is easier to just disclose all types of trading/marketing they work in).

As was widely known 4G at this time already had both in-house, and independent designers, 4G owned the right to profit from the manufacture of all these designs but it did not own the intellectual property of independent designers. It was decided that TY’s relationship with 4G would be that of an independent designer and that as well as intercompany accounting 4G would also pay TY royalties as it was now yet another independent designer working with 4G. At this point, all TY staff would transfer their employment to 4G, with a continuum of service under the contracts they had from TY. At this time no machines (eg, lasers) were sold to 4G, all machines remained the property of TY and 4G continued to show the rental for said machines in their intercompany accounts ledger

Nach diesen grundlegenden Informationen folgen Details zur nun beschlossenen Liquidation der Firma 4ground:

The liquidation of 4G has had nothing to do with the model building kits we make or this project [Fabled Realms, Anm d. Red.], or any other reason bar one! As a company our main business of manufacture was for the UK heritage marketplace, making wooden toys and games for many hundreds of heritage and visitor attraction sites if you have been to any castle in the UK and bought a wooden sword or bow and arrow then almost certainly it was made by us. This year 4G’s sales to historic sites were £100k less in the first quarter compared to 2018, this was caused by uncertainties caused by the March 29th Brexit issues which had massively affected sales to historic sites as they were unsure of the number of European tourists that would visit our country. This loss in sales caused 4G to have financial problems, at the same time TYs credit to 4G had increased, in fact not going into specifics but the amount had reached over £250k. The directors of 4G called in their accountant to discuss the situation and the accountant advised them to liquidate the company. Kirks were called into place to act as the insolvency practitioner and the process was started.

Kirks provided contact with all the creditors to inform them of the situation and employed the services of an official auctioneer to assess and value all 4G’s assets. Kirks were agreed by the creditors as the official Insolvency Practitioners and approached TY as an interested party to buy the assets that 4G owned. TY agreed to the price and bought the stock, assets, and materials of 4G. The directors of TY then had to prove that they were not „pheonixing“ and that their trade use of a prohibited name was legally acceptable and that they were not attempting to circumvent the law. This was finalised Thursday (04/07/2019) and was ratified in the London Gazette.

We are now able to communicate further with fans and customers about what is happening as we are under less (not zero) legal constraints. So, let us deal with some of the rumours that have been passed around by members of the community and some of the questions we have received:

Q) That 4G was liquidated due to a Creditors Voluntary Liquidation rather than a Members Voluntary Liquidation?

A) 4G owed TY a very large sum of money, when liquidating, a company may only base its liquidation on its state of finances. Due to the money owed to TY, 4G was not solvent (the reason for the liquidation) and as such had to perform a Creditors Voluntary Liquidation. Without the debt owed to TY, the company would have performed a Members Voluntary Liquidation (or would not have had to liquidate at all).

Q) When 4G liquidated other companies in the industry were left owed large sums of money in some cases as much as six-figure sums?

A) This is untrue, due to the legal concerns there are some companies in the industry that were left with some debts as we were unable to preferentially treat any of our creditors. None of the debts in the industry were in six-figure sums, not even in four-figured sums. The only company owed a six-figure sum was TY.

Q) What will happen to the Legends Of Fabled Realms Kickstarter?

A) The Legends of Fabled Realms Kickstarter was instigated by 4G as such the directors of 4G had a choice, they could list it as a formal debt, have it written off and have the Kickstarter backers go through the liquidation process and receive whatever they would receive. Or treat the Kickstarter backers as orders. If we treated the backers as orders we could argue that as they had not claimed or been supplied with any remuneration from the liquidation we were supplying the backers with their orders as goodwill (the same as mail orders placed before the liquidation). The problem with this is that if any of the backers claimed they would disbar us from providing them (and only that backer) with any goodwill items since they would then be a preferential debt. This meant that we could supply the products to our Kickstarter backers (that had not claimed) without any potential issues caused by preferential repayment of creditors.

With regard to The Legends Of Fabled Realms itself, we are able to continue with the production of the game and we will be completing it as soon as we possibly can, production has been delayed by these issues and unfortunately there is nothing we can do about this.

Q) Why was none of this communicated with the wider world or Kickstarter backers?

A) TY and 4G were under legal constraints that caused the companies to be unable to communicate any of this fully. The directors of 4G are legally required to make every effort to remunerate their creditors. As such they could not inform, hint or advise, anyone that 4G was about to cease trading as if that was the case it could be seen that they willingly caused the creditors to receive less remuneration, breaking the law. TY could counter this by accepting the dispatch of the orders and kickstarter as an act of goodwill, and under the auspices of the insolvency practitioners, to not damage the 4G name which they had just acquired.

Q) Why did we not receive our credit notes?

A) The directors of 4G made the decision not to issue the credit notes as this would also force the backer orders into a confirmed debt that would have to go through the liquidation process.  This would have resulted in the backers in question only receiving a small amount of return on their order.  We were how ever unable to communicate for the reasons we stated above.

Q) What are your intentions with the kickstarter and the game?

A) This is still a labour of love for me, I and TY fully intend to release this game and to deliver to all the kickstarter backers that wish to receive their products.

Q) Why was this stated as a restructuring?

A) Because if it wasn’t for 4G’s debt to TY it would be, we have wanted to reintegrate the two companies for a while, the downturn in work for 4G forced our hand early. We would have preferred to do this later, but business law is business law.

Q) If this has happened before what will stop it happening again, are my orders safe with TY?

A) This should not happen again, the main issue is unlikely to be repeated as the period of most activity in the heritage industry will have already been passed by the October Brexit deadline, also additional debts to banks, loan providers, etc. are not something TY has been burdened with. Since May 22nd TY orders have increased rapidly, so much so that we should be advertising for two new jobs within the next week.

Q) How will my (Ben’s) illness affect the Kickstarter?

A) I am now, relatively, well again.  This has allowed me to concentrate back on the production of the kickstarter, so you should start hearing more from me soon.

Sorry for the long message, we have tried to cover everything we can.

Finally we want to say thank you to all of you that have supported Cad, Hellyn, Kev, Andy, Luke, Sid, Emma, Kris, Dan, Robbie, Izzy, Tommy, Alex, Lee, Jamie, Jacqui, Stephen, Janet and Myself through this and to say thank you to some of the special friends and Kickstarter backers we have out there that wanted to help and wished us the best.

Kind Regards,

Ben

Es gibt also nicht nur genauere Angaben zur Ursache des Problems (angesammelte Schulden von 4ground bei der Mutterfirma und ein Einbruch bei den Verkäufen an Touristen), sondern auch Infos zur Zukunft von Fabled Realms: Hier bleiben zwar einige technische Dinge vage und es wird viel von Goodwill und fester Entschlossenheit gesprochen, finale Entwarnung kann es dadurch für die Backer aber noch nicht geben, dazu enthält die Botschaft zu viele Konjunktive und Ungewissheiten.

Wie immer: Wir bleiben dran.

Quelle: The Legends Of Fabled Realms