Think Entertainment Shareholder Action Group

Status report:

Due to the insufficiency of resources it has been impossible to (i) convene the Annual General Meeting before the statutory due date of November 5th and (ii) to file audited accounts with Companies House for the twelve month period since incorporation by the statutory due date of December 5th.

On November 4th all the directors and Company Secretary resigned from office.

Solely because of the complete lack of resources and inability to trade other than whilst insolvent, all the assets of the company had been transferred to Wastrels Limited in return for an indemnity by that company in respect of any and all claims that could “prove for dividend” in the liquidation of Think Entertainment if it had been liquidated at that date.

The claimants able to prove for dividend include the shareholders of Think other than those against whom counterclaims can be properly asserted.

Counterclaims for gross negligence, mismanagement and breaches of fiduciary duty exist against all shareholders who were directors of either Think or its predecessor Newscreen Media Group after the effective date of the Creditors Voluntary Arrangement, as well as Fourpoint Entertainment, and therefore they will be excluded from any eventual distribution as the claims far outway any amount that could otherwise conceivably be due to them in a liquidation.

It is to be regretted, but fully understandable due to lack of funds, that Capita will not maintain the share register. There are not even enough resources to meet the cost of having the data transferred to a simple PC based system, and therefore there will be no amendments to the Register post July 28th 2005 when Capita ceased there duties. Combined with there being no directors to authorise any changes to the Register, this will cause difficulties for anyone wishing to transfer their shares as no such transfer can take place, and will cause difficulties for those applying for probate upon the death of a shareholder.

Many shareholders have asked when the company will become worthless for the purposes of Capital Gains Tax. That is now only likely to be when the Registrar of Companies decides to “strike off” the company from his register, but that is unlikely to be within the next 12 months even though the company has not traded for many months, but it is now inevitable not least as there are ever increasing fines accruing daily for failing to file accounts, which fines cannot be paid.

So this time it really is “the end” for the “company that wouldn’t die”. Reality is that you were all stupid to rescue Just Group in the manner that you did, (why oh why did you not buy the IP rights that KPMG would have sold you?) and you compounded that by appointing directors who had little knowledge of either running a public company or of the media business other than in the realms of fantasy and “dreaming”, which they compounded by the dreadful Fourpoint acquisition as a “last roll of the dice” which anyone with an ounce of common sense could have seen was a fraud and a sham from the outset – if they had carried out proper due diligence – which they did not.

Solely as successor in title, Wastrels Limited (www.wastrels.co.uk) is now actively seeking secured non-recourse funding to pursue claims against the directors of Think and is hopeful that asset realisations will occur such that not only can Think’s creditors be paid but then payments eventually be made to the non-culpable shareholders of Think.

In this way those responsible for the Fourpoint losses can be made to pay. As I have said many times, you must contact the liquidator of Newscreen Media in relation to the dreadful mismanagement of that company (including when it was Just Group).

In January 2005 there really was hope that Think could be saved but that was based upon early realisation of monies held by KPMG from the administration of the old Just Group companies, which monies were overpayments from the rescue funds. The directors of Think were grossly negligent in their pursuit of those monies, and KPMG continue to improperly and negligently delay sorting out those funds, and have therefore directly and knowingly added to the problems of Think such as to have significantly contributed to the present position – they still refuse to apply for a hearing date at the High Court.

Wastrels Limited intends to pursue KPMG both for monies due and for damages.

In summary, the game is only just starting, but this time it does not have the baggage of the impossible costs associated with running a company with 55,000+ shareholders, nor does it have the impossible challenge of trying to develop any form of ongoing business. We are now solely about getting creditors paid and justice for the non-director shareholders.

For the sake of simplicity, I have reinstated all the prior updates below this one, and trust that those who believe they were improperly induced into buying shares in Just Group and/or Newscreen Media will now give their evidence to the liquidator of Newscreen, and if necessary fund his bringing of legal proceedings. Any surplus in the Newscreen estate will flow to Wastrels Limited and then to the non-culpable shareholders.