'Butt-Ugly' company Just got a lot uglier

City watchdog could act as shareholders allege deception at failed children's entertainment group
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The Independent Online

Thames Valley police are already investigating allegations of fraud and intimidation.

The FSA's market-abuse team is expected to use the report to mount an investigation into the company, which was best known for its children's cartoon series, Butt-Ugly Martians.

Just was founded in 1987 by Wilf Shorrocks, a children's entertainment entrepreneur, and floated on the Alternative Investment Market in 1996. It was one of the most successful media company stocks of the late 1990s and developed two top children's brands, Butt-Ugly Martians and Jellikins.

Despite going public, the company was substantially a family affair, with Mr Shorrocks being chief executive, his wife Paula commercial director and his brother Alan director of licensing. In December 2000 it bought Mediakey, a company that owned Video Arts, the training business set up by comedy actor John Cleese.

Shortly after this purchase, things started going wrong. The company published a positive statement in May - saying trading was "ahead of expectations" - followed by a positive note from Just's house stockbroker Teather & Greenwood, which quoted a fair value of 35p a share, three times its then share price and implying a market value of £380m.

However, by the end of August, the company had not yet produced accounts for the year that ended on 31 March. It put out a statement saying that Mr and Mrs Shorrocks had been dismissed from the board. No reason was given, nor was it disclosed that Alan Shorrocks and the director of sales, Philip Ogden, has also left the company. But the statement said that results would not meet market expectations and Just was changing its revenue recognition policy.

Two months later, Just admitted that it needed "short term funding". A shareholders' group, the Just Action Group (JAG), was set up to try to raise £8m to keep the company alive, but this crumbled and Just went into administration in January 2002.

In 2002 JAG put together a company voluntary arrangement to take Just out of administration. However, the rescue fell apart later and the group is now in liquidation.

Mr Shorrocks has since set up a new company, Peak Entertainment, which owns the rights to the updated version of children's classic Muffin the Mule. Despite being based in Derbyshire, Peak's shares are traded in the US.

Mr Shorrocks was unavailable for comment about this article.

Christopher Jones, the head of JAG and briefly the chairman of Just after the rescue, has put together a detailed report on the company based on interviews with a number of former directors and suppliers.

The Independent on Sunday has seen transcripts of these interviews, which back up accusations that shareholders were misled over the financial position of the company.

These accusations centre on two different issues.

One is to do with the financial position of Mediakey when it was bought. It is alleged that shortly after Just bought the group, Mediakey's banks withdrew overdraft facilities, plunging the business into crisis. This was never disclosed to shareholders.

The second concerns a contract with Gosh International, a chidren's toy-making business. This contract was said to be worth up to £10m. However, Gosh's directors have said that side letters relating to the deal reduced the amount it would pay to Just under licensing agreement to less than half the upfront value.

The FSA will consider the file, which was delivered to the regulator on Friday, before deciding whether to launch a full-blown investigation.