Flourish Holdings Limited (11289190): administration
- Status
- Administration ended
- Administration began
- 2019-12-12
- Administrators
- Andrew Howard Beckingham, Siann Huntley
- Administrators' firm
- Leonard Curtis
- Incorporated
- 2018-04-04
- Location
- Bristol
- Industry
- 96090 Other service activities n.e.c.
Why it went into administration
- Regulatory change or action
From the administrators' statement
The Company was incorporated on 4 April 2018 and acted as a Holding Company for the legal practice known as Carbon Law. This practice essentially comprises an SRA-regulated law firm called CLP Group Limited, a support service company called Carbon Managed Services Limited and a vehicle to provide non regulatory professional services called Carbon Advisory Partners Limited which is now effectively non-trading. These three operating companies are wholly owned subsidiaries of the Company and represented its only assets save for some inter-company debt, some cash and some unpaid share capital.
Shares in the Company had been issued upon incorporation and subsequently in the course of business as a means of incentivising and rewarding partners and other stakeholders of the legal practice. Shortly prior to our appointment there were understood to be 8,500,000 Ordinary shares of 10p each in issue together with 740,100 Ordinary “A” shares of 10p each and 718,000 Ordinary “B” shares of 2.5p each. The majority of Ordinary shares, some 8,324,000, were held by Mr Michael Burne, a director across all group companies. It was provided within the Company's articles that upon any change of control of the Company the A shares would convert to Ordinary shares at a ratio of 1:1 whilst B shares would convert at 4:1.
Trading performance and cash-flow for Carbon Managed Services Limited had proved difficult and debt obligations taken on by that company were unable to be adequately serviced. One particular debt of some £250,000 plus accruing interest owed to A&R James Assets Limited which fell into arrears was secured by a charge over most of Michael Burne’s shares in the Company. Following an evident breakdown in relationship between A&R James Assets Limited and Mr Burne, A&R James Assets Limited petitioned the Court for an Administrator to be appointed to Carbon Managed Services Limited and on 12 December 2019, Andrew Turpin and Matthew Hardy of Poppleton & Appleby were appointed as joint Administrators of that company. At around the same time, Craig Povey and Charles Turner of CVS Global LLP were appointed as Receivers of 8,320,000 Ordinary shares in the Company held by Mr Burne. In the view of the directors, the appointment of Receivers to Mr Burne’s shares represented a change in control of the Company which served to trigger the conversion of the A and B shares to Ordinary shares.
Administrators' statement of proposals (2020-01-22) · Companies House register