QMH director warned off standing again: Threat of inquiry into property deals by regulators persuaded Gerald Bell to pull out of board election
Tuesday 09 November 1993
Mr Bell and another former director, Peter Bertholdt, are still employed by QMH, despite the company saying they were involved in the sale and leaseback of hotels, which broke the Companies Act.
Just before QMH's annual meeting in August, Mr Bell, formerly managing director, suddenly withdrew his application for re-election. He had been warned by the new management that the property deals were being referred to the Stock Exchange and the Department of Trade and Industry.
QMH sources said the Stock Exchange told the company it would be inappropriate to have Mr Bell back on the board, although no official objections were made. A QMH spokesman said: 'It is impossible in the current circumstances to comment on these matters.'
As well as being a QMH director, Mr Bell was a 25 per cent owner of two partnerships in Germany that purchased QMH hotels and then leased them back to the company. Because he was a QMH director, the deals should have been notified to shareholders under Stock Exchange rules.
In December 1991, QMH's German operation sold the Holiday Inn in Frankfurt for pounds 40m to the Frankfurt Partnership, where both Mr Bell and Mr Bertholdt, later to become a director, held 25 per cent stakes. The property was leased back at an annual rent of pounds 4m.
In June 1992, a hotel in Heidelberg was sold for pounds 9.6m to the Heidelberg Partnership, in which Mr Bell and Mr Bertholdt owned 25 per cent. This property was also leased back.
These and other property deals in Germany and the UK helped to push more than pounds 100m debt off the balance sheet and improve QMH profits. The company has reported these deals, and the alleged unlawful payment of dividends over three years, to the DTI and Stock Exchange.
John Bairstow, founding chairman of QMH, which last month reported losses of pounds 1bn, said he was unaware Mr Bell was a shareholder in the partnerships. 'If I had known, the deals would have been reported to shareholders,' he said.
Mr Bell and Mr Bertholdt are employed at QMH in what the company said was an executive capacity.
At the weekend, Mr Bairstow said the hotels were sold at prices at or above the values attributed to them by surveyors Weatherall Green & Smith. The new QMH management has rejected these values in favour of a much lower estimate by Jones Lang Wootton.
Because of the lower property values, QMH has breached the terms of its debenture stocks. The company has pounds 215m secured against assets, which include 27 hotels. The deed terms say the security should be worth at least 150 per cent of the nominal value of the stock. The JLW valuation shows the security is worth only 67 per cent, a shortfall of pounds 178.5m.
QMH is asking stockholders for a temporary waiver to give it time to put forward new proposals at a meeting planned for 30 November.
In the heavily qualified accounts published this weekend, the new management, led by Stanley Metcalfe, chairman, and Andrew Coppel, chief executive, said the JLW valuation was subjected to a lengthy and detailed review. However, they did not sufficiently understand the Weatherall valuation to provide a full explanation of the difference.
Mr Bairstow has said he is perplexed by the difference in the property valuations. The Royal Institution of Chartered Surveyors is conducting its own assessment.
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