Letter to Discovery Park

Discovery Park (Trevor Cartner and Chris Musgrave) now own 80% of the Manston site, and Ann Gloag is a minority shareholder. In a better world, TDC would now be talking to Discovery Park about their plans, in the hope of conjuring the best possible deal for Thanet. In practice, TDC are still fixated on the idea of CPO-ing the site on behalf of RiverOak so that they can run it as a freight hub.

Unfortunately, the only attention that Discovery Park seem to have received so far is a rather presumptuous letter from the Save Manston Gang, telling them what they can and should do with their property. In the interests of them having a more balanced view, we thought we would drop them a line, and copy it to some TDC bigwigs (Mr Boyle is their legal beagle).

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Dear Ms Homer and Mr Boyle,

Please find attached a letter to Messrs Cartner and Musgrave about future development at their brownfield site at Manston. We thought you might find it useful as a counterbalance to the letter sent by Dr Beau Webber on behalf of the various groups who want to see an airport developed at Manston.

We are very surprised by the enthusiastic and one-sided support that many Councillors have shown for a cargo hub to be developed at Manston by an untested and inexperienced (in airport operating terms) business partner. Could you let me know when talks will begin with the site’s owners about their plans for the site? You will know that, without “exhaustive” talks with the owners about their plans for the site, the Council is not in a position to progress a CPO.

We look forward to hearing from you.

Cartner Musgrave Letter 11 Oct 2014 – MP by NoNightFlights

https://www.scribd.com/embeds/242798451/content?start_page=1&view_mode=scroll&access_key=key-H0zm6Rm6BDY4OQID5xxI&show_recommendations=false

RiverOak’s proposed CPO deal with TDC

I would be most grateful for any of you who are legally or contractually minded to have a quick look at this document. It’s the Heads of Terms for CPO Indemnity Agreement between Thanet District Council and the newly formed RiverOak Aviation Associates LLC.

I am not legally or contractually minded, but it appears to me at first glance that (1) RiverOak are in a tearing hurry, and (2) the risk is loaded on to TDC. Do let me know if I’m right or wrong.

Riveroak’s Terms for CPO Agreement with TDC by NoNightFlights

//www.scribd.com/embeds/238678375/content?start_page=1&view_mode=scroll&access_key=key-zOWScVgjx1mHAPo4soDE&show_recommendations=false

Why is RiverOak an LLC? And what is an LLC anyway?

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The organisation that TDC is so keen on handing the Manston site to is not RiverOak Investment Corp LLC, but a subsidiary outfit registered in Delaware on 3rd July 2014 called RiverOak Aviation Associates LLC.

I wondered why a company based in Connecticut would want to be registered some 300 miles away in Delaware. And I wondered what an LLC might be, in US law.

The fine people at about.com produce helpful advice on just about every topic under the sun. Here is their guide to LLCs for novice investors – do read it carefully. All comments welcome.

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The Beginner’s Guide to Delaware LLCs

An Overview of the Benefits of Forming a Delaware LLC – Summary of Delaware LLC Benefits

Here are just a few of the major benefits of forming a Delaware LLC for a family business, investment pool, or other asset:

• Delaware is the leading incorporation state in part because it has a separate Court of Chancery, which handles corporate law cases quickly and with more expertise than the general courts in most states. This means that disputes are easier to handle because there is more than a century of established case law that is relatively friendly to businesses.

• Delaware has no sales tax, income tax, or intangible personal property tax.

• A Delaware LLC allows the members and managers to remain anonymous, making it easier to hide assets. By naming a local Delaware attorney as the registered agent, you can remove all reference to you and the other investors. In fact, the only people who have to know about the income and assets of your Delaware LLC are the folks at the IRS. That makes it incredibly difficult for a potential creditor to identify where you have money invested or parked.

• You don’t have to actually do business in Delaware to form a Delaware LLC because the state permits so-called foreign investors (meaning someone from out-of-state).

• A single person or investor can form a Delaware LLC without anyone else. He or she can serve as President, Vice President, Secretary, and Treasurer!

• There are very low costs involved in forming most standard Delaware LLCs. The actual filings fees with the Secretary of State are roughly $250 plus an on-going annual fees are less than $150 per year for a small company.

• There are no minimum capital requirements for forming a Delaware LLC. You could establish one with only a few hundred dollars if you wanted. This makes it an attractive choice for many start-ups that don’t have a lot of money to invest.

http://beginnersinvest.about.com/od/holdingmethods/a/Delaware-LLCs-for-Beginners.htm

How to do a CPO, properly.

Following a shameful scam by our government back in 1954 (The Crichel Down Affair) a set of rules were drawn up to prevent any repetition of this kind of institutional theft – The Crichel Down Rules. Of particular interest, given the proposed CPO-ing of the brownfield site at Manston by Thanet District Council, are paragraphs 16-23, starting on Page 6.

Crichel Down Rules by NoNightFlights

//www.scribd.com/embeds/238676250/content?start_page=1&view_mode=scroll&access_key=key-LYTxFPzz0NZwOik5rUBJ&show_recommendations=false

How to do Due Diligence, properly.

Courtesy of Glovers, “a leading firm of solicitors based in Central London”, here is Due Diligence for Dummies. This is the rigmarole that Thanet District Council (and indeed, any public body) should go through before entering into a commercial contractual relationship with any organisation.

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Specimen Due Diligence Checklist

1. CORPORATE DATA AND GROUP STRUCTURE

• Copies of all board minutes and shareholders resolutions
• Memorandum and Articles of Association
• Annual Returns
• Shareholder or director 1oans to the Company
• Details of subsidiary companies
• Details of branches, agencies or places of business
• Copies of statutory books
• Details of any insolvency-related events (e.g. an outstanding winding up petition)

2. FINANCE

• Loan agreements with third parties
• Intra-group loans
• Audited Accounts for the previous 5 years
• Material changes in accounting policy
• Material changes in the business or prospects (e.g. an unusual change in stock levels or a material reduction in orders from a major customer)
• Latest Management Accounts
• Details of any foreign exchange exposure
• Aged debtors list

3. CORPORATE AND COMMERCIAL AGREEMENTS

• Details of all material contracts
• Standard terms and conditions of business
• Details of all credit arrangements with customers
• Details of any material negotiations, quotations or tenders currently in progress

4. BUSINESS ASSETS

• Asset Register
• Details of current stock
• Details of leased assets

5. REAL PROPERTY

• Details of all real property owned or leased
• Details of any mortgages or other charges over property

6. EMPLOYEES AND WORKERS

• Details of all employees, including age, date of commencement, salary and other benefits
• Directors’ Service Agreements
• Employee handbook and/or policies
• Employee share schemes
• Health and safety at work policy
• Bribery Act Policy
• Details of any ongoing, pending or potential claims by current or former employees
• Details of any pension scheme operated

7. INTELLECTUAL PROPERTY

• Details of all trade marks (already obtained) and any other intellectual property owned or created
• Licences granted to third parties in relation intellectual property
• Licensed rights from third parties

8. COMPUTER SYSTEMS

• Details of all hardware and software used by the Company
• Copies of all licences for the use of software
• Copies of maintenance agreements

9. LITIGATION

• Ongoing or potential litigation
• Existing or pending judgements against the Company
• Details of any investigation into or proceedings against the Company by any governmental, administrative or regulatory body

10. INSURANCE

• Copies of all insurance policies
• Details of actual or potential insurance claims by the Company

11. CONSENTS

• Details of any consents, licences, approvals or registrations required to carry on the business
• Details of any change of control clauses in relation to such licences, approvals or registrations

12. TAX

• Copies of tax computations for the previous 6 years
• Details of any PAYE or VAT inspections carried out in relation to the Company
• Copies of all material correspondence with HM Revenue & Customs

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Manston Solved

Simple: TDC gets the District Valuer to value the Manston site, asap.

TDC will have to get it valued if they want to CPO it (and they appear to be dead set on carrying out a CPO), and they should do it sooner rather than later – it might resolve their current predicament.

If the value seems too low to Ann Gloag, she will (probably) make that clear to TDC, who will then know they will have an expensive legal fight on their hands, and might want to have a rethink.

If the value seems too high to RiverOak, they will withdraw.

As for any commercial transaction, the price has to be right. So far, nobody has bothered to find out what the price will actually be.

If you think this is a sensible course of action, do feel free to contact TDC’s Leader and TDC’s Acting Chief Executive:

madeline.homer@thanet.gov.uk – Madeline Homer (acting CEO of Thanet District Council)

cllr-iris.johnston@thanet.gov.uk – Cllr Iris Johnston (Leader of Thanet District Council, Labour)

Iris Johnston hasn’t heard from you, doesn’t think you exist…

Dear All,

As you may be aware, there has been a vigorous campaign by the Save Manston group to buy the Manston Site. Not with their own money, obviously.

Many of us believe that plans for a compulsory purchase order (CPO) of the site will be costly in the short term – £80K already just to explore the legality of a CPO, and the cost of a viability study into the airport. Worse still, the whole process would be long and complex, and in the long-term could prove costlier and more dangerous.

Things are moving rapidly and with the American company River Oak throwing their hat into the ring as a prospective partner (in a back to back CPO agreement), it is looking like there will be a great deal of pressure put on councillors to go for some kind of initial deal with them. This could mean that River Oak, already offering their lawyers in lieu of the council seeking legal advice (dodgy?), could involve themselves in the proceedings. Potentially, we could see TDC simply rubber-stamping plans decided by others. At the very least, we need to act in order to slow down proceedings and ensure that it is our elected representatives who are making these decisions, and on the basis of independent and expert advice.

TDC are going to be making decisions – on 31st July – based on a viability study which firmly rejects the potential for Manston to be viable as a passenger operation and which opts instead for a cargo hub and ‘airport city’ model. This would inevitably bring back the whole issue of night flights and a huge amount of pressure will be brought to bear on councillors to offer open-ended guarantees about flying through the night. This is why the No Night Flights group still has an active interest in the Manston Site.

The viability study, of course, is more in the vein of ‘what can we do, at any cost, to keep Manston open as an airport’ rather than ‘is it worth keeping it open’. Councillors again need to be supported in ensuring that discussions in TDC recognise the difference.

What’s on the cards is ‘an airport city’ with associated factories, plants, parking etc in the heart of Thanet with old, noisy cargo planes overhead at all hours of the day and night. To date, the Labour Group have reiterated their anti-night flights stance but Sir Roger Gale, the local Conservative group, River Oak and, of course, the Save Manston Airport group are putting on huge amount of pressure to get them to back down from this and support ANY save Manston plans at whatever cost.

Cllr Iris Johnston believes that there are only a couple of dozen people that are against the plans for a CPO and/or saving Manston at any cost. We need to set the record straight on that score. This is the time to make your voices heard. Again.

1. Write to ALL Ramsgate councillors expressing your concerns and to Iris Johnston, as Leader of the Council, and to Madeline Homer, acting CEO.

2. Turn up to either/both important meetings this week:

• Ramsgate Town Council at the Custom House on Wednesday 30th July at 7pm; and
• Thanet District Council in Cecil Square on Thursday 31st July at 7pm.

Please speak to your friends and neighbours and get them to help.

It’s time to be generous with your common sense!

madeline.homer@thanet.gov.uk – Madeline Homer (acting CEO of Thanet District Council)

cllr-iris.johnston@thanet.gov.uk – Cllr Iris Johnston (Leader of Thanet District Council, Labour)

democracy.thanet.gov.uk/mgCommitteeMailingList.aspx?ID=151 – the rest of the TDC Cabinet

www.WriteToThem.com – All your elected representatives, from here to Brussels.

No Night Flights Committee

Official: Manston to close next week

Following yesterday’s rejection of the American bid, Manston’s management summoned their workers this morning to tell them that Manston will be closing on Thursday 15th May.

Here’s their official statement (once again courtesy of the BBC’s Mark Norman).

Manston bid rejected

Courtesy of the BBC’s Mark Norman (@BBCmarknorman) the latest development in the long-dragging saga of Manston’s decline and fall:

My reading of this is that Ann Gloag has had enough of showing an interest in any bid pushed under her nose by well-meaning MPs and local dignitaries. I expect she’ll now focus on closing the airfield once the consultation period is completed, thus saving herself some £10,000 a day, and concentrate on Plan A – getting the site to make her money. Lots of money.

Someone wants to know if you want night flights

The Save Manston Airport group are running a poll on their Facebook page to see how many people are for, and against, night flights. Here’s the link:

savemanstonairport.wordpress.com/2014/04/27/to-night-flight-or-not-to-night-flight/

They are dissatisfied with the result of the Thanet-wide poll that TDC conducted, and feel that their Facebook thingummy might count for more.

Personally, I attach about as much importance to this kind of poll as I do to horoscopes. But nobody likes to see a “wrong” horoscope.

At the moment, about 80% of voters want scheduled night flights.

But that’s because you haven’t voted yet…

Go and vote – it’s just two clicks.