Picking up the pieces of the Facia jigsaw
City & Business
Sunday 09 June 1996
The Hinch, as friends know the Sheffield phoenix, put his latest crash down to an "evil witch hunt", whipped up by a hostile press. Another familiar canary song, backed up over the years by a chorus of writs over unfavourable articles. "I was running it very skinny," he said, crying foul over claims Facia's costs had gone through the roofs of its 850 stores.
Pretty rich really, as Mr Hinchliffe, with his helicopter and chauffeur- driven Mercedes - number plate SH1 - has most likely never run a business skinny since he moved on from his earliest days in marketing at Mars. Ask investors in engineer James Wilkes, who counted a Sheffield mansion, deer park, peacocks and underground disco among their assets after dumping the consummate dealmaker four years ago.
I have to say "by all accounts", as Mr Hinchliffe was lying low at the end of last week, refusing to answer calls. No wonder. Just after New Year my colleague Patrick Tooher wrote a penetrating cover story "Mr Hinchliffe and his Amazing Shopping List". "Will it all end in tears?" he asked.
There are lots of intriguing bit players in all this, and lots of bits still to piece together, as scores of City accountants will start doing next week. But the lead players are clearly identifiable.
The chief walk-off, walk-on part goes to Liam Strong, Sears' chief executive, who thought he was rid of his troublesome shoe shops only to be walloped by the South Yorkshire boomerang.
Sears insists the deals it struck were entirely normal for the retail sector, but they were certainly odd by any other standard. Selling nothing but the shop names, shelves and tills, while keeping the leases, collecting the revenue and paying, then being reimbursed, for staff and stock was hardly the least risky of exits. As one insolvency expert confided last week, Facia not stumping up for the stock at the outset hardly suggested the soundest of financing.
The involvement of United Mizrahi Bank also arouses curiosity. Last November, it sacked John Doherty, its London-based credit manager. Branch chief executive Rafi Kellner was dismissed, too, after allegations of improper lending practices.
Now just one of seven managers remains. Mr Doherty is suing for wrongful dismissal, with an industrial tribunal set for December. He accuses UMB of foot-dragging over providing documents and last year filed complaints with police over alleged harassment by private detectives.
Murray Johnstone, the Scottish fund manager, is also nursing its wounds. It owned 50 per cent of Facia - not the 12.5 per cent so far reported - after selling Mr Hinchliffe Sock Shop. It stood to make half of the first pounds 9.8m if Facia was floated or sold, a quarter of any excess up to pounds 21.8m and 12.5 per cent of anything after that. Mr David MacLellan, Murray's representative on the Facia board, has kept silent so far. He may have been, in the words of a Murray spokeman, "the institutional sleeping partner" but was a director, with the legal responsibility that bears.
So was the final walk-on part: Gary O'Brien, the former Signet finance director who joined Facia last year. He is well-respected in the City, so many were surprised when he joined Mr Hinchliffe's cast.
But back to the main players: the charming Hinch and his long-time side- kick, Facia's finance director Christopher Harrison.
Both have been busy bees indeed since their days at Wilkes. Mr Hinchliffe currently lists 48 directorships; the even busier Mr Harrison has 72, including most of Mr Hinchliffe's complicated empire.
The most cursory examination of Companies House records suggests an all- too-familiar pattern to their involvement in limited companies. First, change the accounting date, which means accounts are inevitably filed at more than a year's distance.
That ploy failed at Facia, as Companies House threats to levy fines only highlighted the firm's distress. And even the thin gruel available nourishes the doubts that have now been realised: undated and slow statutory returns speak volumes about the company's administration, and the 1995 annual return bears the scribble "no cheque received" for its pounds 18 fee.
Secondly, construct a corporate maze, with lots of inter-company transactions that inevitably make the true picture hard to see. Certainly, that's what auditors Deloitte & Touche have found so far, causing them to refuse to sign off Facia's (late) 1994/95 accounts.
Their qualification to Sock Shop's 1995 accounts, on the same grounds, is one of the toughest I have ever seen. The firm says it is unable to opine whether they give "a true and fair view" of the firm's affairs. Nor can it determine wheth- er they "have been properly prepared in accordance with the Companies Act 1985".
This all may seem abstruse, but the law is there for good reason: to ensure openness and give creditors comfort that those they deal with can pay their bills.
Messrs Hinchliffe and Harrison are already in hot water over alleged related-party transactions. They face disqualification as directors by the DTI over the 1994 collapse of sports surface firm En-Tout-Cas.
So far a third element familiar to aficionados of corporate collapses seems missing from Facia: the offshore company. Not so far revealed, however, is the transfer in the En-Tout-Cas affair of a chunk of shares to four British Virgin Islands firms - Markham Hall, The Windmill, Woodman Investments and Southborough - just before its collapse.
With Mr Hinchliffe's reluctance to return calls, however, it is impossible to know whether he has any association with these.
As for "skinny", the accounts of his long-time private firm Chase Montagu make entertaining reading. With pounds 1.9m of classic cars and paintings and a pounds 700,000 Sikorsky helicopter, swanky Eaton Row property and fees for his services, Chase Montagu is Mr Stephen Hinchliffe Ltd. All legal no doubt, with Inland Revenue approvals, but it makes John Birt look like a Grade E GCSE accountancy pupil.
The DTI's action is due to be heard on 1 August. In the meantime, the receivers will be doing their utmost to piece together Facia's affairs. The full story has yet to be written. These are just pieces in the amazing jigsaw.
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