7 associated mini-bond selling companies responsible for mis-selling of over £20m of loan notes also took £2 million from investors after the companies were insolvent
The High Court has wound up seven companies run from an office in Mayfair, London, after an Insolvency Service investigation found that their marketing of high-risk mini-bonds, used to fund property development projects, was misleading and the directors continued to take investors’ money even after the companies were insolvent.
The principal directors of all the companies were Christopher John Madelin and Oliver James Mason and the companies involved were:
4 unregulated mini-bond investment vehicles (Magna Investments X Ltd, MIX2 Ltd, MIX3 Ltd and MIXG Ltd), raising over £20m from members of the public
An associated group and brand holding company (Magna Asset Management Ltd)
An operational company (Magna Project Management Ltd)
A consultancy/administration company (MIX Ops Ltd)
All were incorporated between December 2014 and March 2019, and were registered at the same address in Berkeley Square in Mayfair, London.
The Financial Conduct Authority (FCA) recently banned the mass-marketing of mini-bonds to retail investors, following serious concerns that they were being promoted to investors who neither understood the risks involved, nor could afford the potential financial losses.
The Insolvency Service investigation into the Magna group of companies discovered that marketing of the mini bonds was misleading, with marketing material overstating both the levels of security being offered and the true protections offered to them from the appointment of a ‘Security Trustee’.
Madelin and Mason, having secured deposits from investors, are believed to have been the beneficiaries of £2.5 million through director loan accounts.
MIX3 and MIXG took over £2 million in deposits from loan note creditors between 1 December 2019 and 25 February 2020, a period when the directors ought to have known that all of the companies were insolvent.
MIX2 had, by then, failed to pay its loan note holders when due, leading to a Default Event in all 4 MIX to MIXG Loan Note Instruments.
During this period, however, the directors paid themselves £425,021 with a further £370,471 lent to a non-UK company of which they were shareholders.
The companies were all wound up on 10 August and the Official Receiver was appointed liquidator.
Edna Okhiria, Chief Investigator at The Insolvency Service, stated:
Investors in the MIX companies were systematically given false comfort that their investments were to be “asset-backed” by tangible “bricks and mortar” security when in reality this was not the case and highly misleading.
Marketing and publicity material circulated to investors presented a false picture of the Group’s strong financial health and the companies induced investors to invest over £2 million after December 2019 at substantial risk, with the knowledge it had stopped repaying existing investors and therefore there was no reasonable prospects of repaying these sums.
Investments in speculative mini-bonds are inherently high risk and the FCA has banned their mass-marketing to retail investors.
The Insolvency Service has acted, applying to Court for the group of companies to wound up in the public interest to protect others from becoming victims and to send a strong message to like-minded perpetrators that behaviour of this nature will not be tolerated.
Notes to Editors
MAGNA INVESTMENTS X LTD (Reg. No. 11426239, Incorporation 21 June 2018)
MIX2 LTD (Reg. No. 11489757, Incorporation 30 July 2018)
MIX3 LTD (Reg. No. 11601821, Incorporation 3 October 2018)
MIXG LTD (Reg. No. 11602211, Incorporation 3 October 2018)
MAGNA ASSET MANAGEMENT LTD (Reg. No. 09440715, Incorporation 16 February 2015)
M PROJECT MANAGEMENT LTD (Reg. No. 09344461, Incorporation 8 December 2014)
MIX OPS LTD (Reg. No. 11872553, Incorporation 9 March 2019)
The principal latest directors of these companies were Christopher John Madelin (Date of birth October 1984) and Oliver James Mason (Date of birth March 1987).
The Official Receiver was appointed as liquidator of the companies on 10 August 2021 by ICC Judge Jones.
All enquiries concerning the affairs of the company should be made to:
The Official Receiver, Public Interest Unit, 16th Floor, 1 Westfield Avenue, Stratford, London, E20 1HZ
Telephone 0300 678 0015
The current registered office for each of the companies is located at Berkeley Square House, Berkeley Square, London, England, W1J 6BD, where virtual office facilities had been provided to those companies. However at the time of the issue of the winding up petitions the companies appear to have vacated their common registered office.
There is no legal definition of a ‘mini-bond’, but the term usually refers to illiquid debt securities marketed to retail investors. It is essentially an IOU issued by a company (the issuer) to an investor, in exchange for a fixed rate of interest over a set period. At the end of this period, the investor’s money is due to be repaid. The return on investors’ money depends on the success and proper running of the issuer’s business. If the business fails, investors may get nothing back.
Company Investigations, part of the Insolvency Service, uses powers under the Companies Act 1985 to conduct confidential fact-finding investigations into the activities of live limited companies in the UK on behalf of the Secretary of State for Business, Energy and Industrial Strategy. Further information about live company investigations is available here.