Evidence from other Witnesses
a) Mr Michael Stoney
55. Mr Stoney's evidence to the earlier inquiry
by the Committee was that following exhaustive searches of the
surviving records of both Pergamon AGB and Hollis Industries,
no payment was ever made to Mr Robinson in respect of management
services provided by him or Transfer Technology Ltd to Lock International.
Mr Stoney had therefore come to the conclusion that the item in
the accounts of Hollis Industries plc to 30 June 1990 purporting
to record a payment of £200,000 for chairman's emoluments
was an error.[58]
56. Mr Stoney agreed a note to this effect with
Mr Robinson and his legal advisers following a meeting with them
on 6 April 1999[59]
(Annex KK).
57. Subsequently, in November 1999, Mr Stoney
swore an affidavit (Annex LL)[60]
at Mr Robinson's request in which he stated that he did not understand,
and had no recollection of, the handwritten note by Mrs Caddock
on Mr Robinson's invoice purporting to record a request from Mr
Robinson that the cheque for £200,000 should be made out
to him personally.
58. Mr Stoney's affidavit concluded as follows:
"My firm recollection is and has always
been that Mr Robinson only received one payment, the payment of
£150,000 plus expenses from C&S,[61]
and that the management fee was never in fact paid.
I do not recall writing on the invoice "Paid
by PAGB Recharge H Industries". I have tried to recollect
why I wrote this. It directly contradicts my memory, which is
that the management fee was not in fact paid. At this time I now
do not now know what caused me to write this note. I understand
that a cheque for £200,000 was drawn on the Pergamon AGB
plc bank account in December 1990. The cheque was drawn from a
different series of cheques to the cheques drawn from the regular
cheque run at Hangar Lane.[62]
At this time I was extremely busy working on the Mirror Group
float. It is quite possible that someone from the accounts department
based at Hangar Lane contacted me in January 1991, ie after the
month end, and asked who the £200,000 was paid to. Given
the extremely hectic atmosphere, it may be that I mistook the
£200,000 payment out by Pergamon AGB plc to have been the
money which was to be paid for Mr Robinson's services within C&S,
and that this caused me to write "paid" on the invoice.
This is a possibility, but at this point in time I cannot now
be certain."
59. When, after he had sworn his affidavit, Mr
Stoney was interviewed by the DTI investigator, he learned for
the first time from Mr Aldous that, amongst the Pergamon AGB files
held by the administrators, a computerised cashbook had been discovered
containing an entry recording a payment, through cheque no. 001751,
of £200,000 for management charges in relation to Hollis
Industries. Mr Stoney was also informed by Mr Aldous that a cashbook
voucher dated 31 December 1991 had been found which appeared to
describe a payment by Pergamon AGB of £200,000 to "Orchards".
60. When I interviewed him on 3 April 2001 (Annex
MM) Mr Stoney told me[63]
that on discovering this information from Mr Aldous he expressed
his surprise to Mr O'Sullivan that he had not been told before
swearing his affidavit that evidence existed that a payment of
£200,000 had been made by Pergamon AGB for a purpose linked
to Mr Robinson. According to Mr Stoney, Mr Robinson telephoned
him shortly afterwards to say that he had assumed that Mr O'Sullivan
was going to inform Mr Stoney about the new documentary material.
Mr Stoney, according to his evidence to me, told Mr Robinson that
he felt he "had been misled". He added that, so far
as his affidavit was concerned, if he had known before swearing
it what he now knew, "maybe there will be words in there
that I would have used differently".
61. Mr Stoney confirmed[64]
that it had not been possible to establish the payee account for
the £200,000 payment debited to Pergamon AGB on 11 December
1990 because the cheques and cheque stubs for the relevant period
could not be found—even though it was company policy to
retain them and the equivalent records for the period either side
of December 1990 were still in existence. Mr Stoney thought, however,
that the likely explanation was that the cheques and stubs had
been wrongly catalogued by the administrators rather than that
they had been destroyed.
62. During our interview, I took the opportunity
to question Mr Stoney in more detail about the comments in his
affidavit concerning the process by which Mr Robinson's invoice
came to be presented and approved. The relevant passage is as
follows:—
"MR STONEY: The Orchards invoice was, I subsequently
discovered, from Geoffrey Robinson's private house, it was the
name of his house; it was an invoice that was approved on the
basis of previous conversations between Geoffrey Robinson and
myself and subsequently from me on to Kevin Maxwell, about fees
that he was going to be paid for services that he had provided,
not only himself but also other staff that were employed within
Transfer Technology at that time, in assistance within the management
of running Hollis Industries.
MS FILKIN: If I could just be
clear about that, from some of the correspondence I have seen
it would appear that was a payment that Mr Robinson was requesting,
prior to that invoice being drawn up, for services which he had
provided himself.
MR STONEY: Yes.
MS FILKIN: And some which TransTec
had provided, is that correct?
MR STONEY: Yes.
MS FILKIN: So it did cover both
those?
MR STONEY: Yes.
MS FILKIN: You approved it?
I have seen, I believe it is, your handwriting, is it?
MR STONEY: It is mine, I do
not deny that.
MS FILKIN: Right. Who, in that
case, with that invoice written in the form which you have now
been reminded of, having seen it, I assume— who did you
expect it to be made out to?
MR STONEY: It would have been
made out to Mr Robinson."[65]
63. I also sought clarification from Mr Stoney
as to whether he approved the invoice for payment before or after
Mrs Caddock attached her undated 'post-it' sticker note saying:—
"Geoffrey is not registered for VAT. Proposes
make cheque payable to him personally."
Mr Stoney replied: "I would have authorised
it before, probably"[66].
64. The questioning on this point then went as
follows:—
"MS FILKIN: The question
I asked was, would you have written this approval on here before
your secretary wrote this, or afterwards—ie, would you have
known that Mr Robinson had made a different request to your secretary?
MR STONEY: Not necessarily at the time I wrote that,
but I would have been aware of that before any payment had been
made.
MS FILKIN: So your understanding now—am I right,
this is me checking—is that you approved that and you approved
it on the assumption that the cheque would be made out to Geoffrey
Robinson personally?
MR STONEY: At that time, I would guess I probably
did, because there is other correspondence within stuff, within
the accounts, when I was writing to people to advise them that
this should be included within directors' remuneration. So at
that time I would have been aware that this was going to Geoffrey,
therefore we should make the provision in the accounts."[67]
65. I then asked Mr Stoney whether he could recall
when he became aware that Mr Robinson had telephoned Mrs Caddock,
and that she had attached her note to the invoice:—
"MR STONEY: I can only speculate. I can only
tell you ----- Mrs Caddock, Shirley, had worked with me for a
number of years. She used to deal with certain things and would
tell me, and it is not something— I can only tell you on
other experience, I cannot be specific about this, but it is likely
she would have told me immediately afterwards.
MS FILKIN: After when Mr Robinson
had said that?
MR STONEY: Yes, that is right.
MS FILKIN: Yes, that would be normal, would it not?
Can you recall, or could you take me through what you think you
may recall, about the action you took having had the invoice,
having approved it and having had this instruction more precisely
about where Mr Robinson wanted it paid, what you would have done
then?
MR STONEY: I think there were a number of discussions
over a period of months between Mr Robinson and, if you like,
within Hollis Industries—because this was my point of contact
or his point of contact was with me—where he was saying
that fees were going to be paid, or he had agreed or he had talked
to this. I would then, as soon as I got this invoice and there
had been discussions, have passed it on to Kevin Maxwell. I think
there was correspondence to this effect, where I was saying, "Geoffrey
has chased for this money. What am I going to do?", and then
Kevin was going to speak to his father.
MS FILKIN: To get that authorisation?
MR STONEY: Yes."[68]
66. Later in the interview I pursued with Mr
Stoney the circumstances surrounding his decision to write "paid"
on Mr Robinson's invoice:—
"MS FILKIN: At some point you wrote "Paid"
on that invoice. What do you make of that?
MR STONEY: One of the things that troubles me, and
has troubled me all about this, is that I do not write "Paid"
on something unless it has been paid.
MS FILKIN: It would be unusual
for a finance director to do so.
MR STONEY: I think this is true, but it is not my
nature. I may do many other things, but it is not my nature to
write "Paid" on anything. There are a number of... Because
I am not too sure. I went to see the DTI who told me many things,
because they had questions about this. This was the point I was
saying to them, that I was totally at a loss. I had received a
number of assurances from Mr Robinson that he had never got the
money, that the scope of the work that I could do was extremely
limited because of the nature of all the files and everything,
and one of the things that I do not do is write "Paid"
on something unless it has been paid. It was on a cheque drawn
on a series of cheques that was not in a sequence but was run
up at Hanger Lane. Can I just explain to you, I was based in the
Mirror buildings in Holborn. The accounting and central accounting
function for Pergamon AGB and for Hollis Industries was based
in Hanger Lane.
MS FILKIN: Yes, I have understood that.
MR STONEY: Okay. Therefore, there were times when
we wanted urgent cheques, and therefore there was a cheque book
down in London, which was in my office, in case anybody wanted
to draw cheques. I can only think somewhere along the line...
MS FILKIN: And that was one
of these cheques?
MR STONEY: I cannot say to you, because nobody has
ever found the cheques. This is half the problem, I think.
MS FILKIN: No, but they found the cheques either
side?
MR STONEY: They found the cheques... They found the
cheques either side?
MS FILKIN: Well they found the
cheques fairly near.
MR STONEY: I said this to—is
it—Mr Aldous?
MS FILKIN: Yes.
MR STONEY: That I had never understood why I would
mark it "Paid" if it was not paid.
MS FILKIN: Yes.
MR STONEY: And then he said
to me it had been.
MS FILKIN: So you now know it
had been?
MR STONEY: Well, all I can repeat is what—I
am sure I am not telling tales. All I can repeat is that having
spent an hour with him, he said at the end of it, it had been
paid, which is the first time, and there was money received by
Transfer Technology a couple of days earlier or around that time,
and nobody... That was the first time I ever knew that.
MS FILKIN: I see. But your view is that, whatever,
you would not have written "Paid" on that invoice unless
it had been paid?
MR STONEY: That must be."[69]
67. I questioned Mr Stoney about the Central
and Sheerwood board meeting on 7 December. His reply and the subsequent
questioning went as follows:—
"MR STONEY: I have been told—Mr Aldous
told me—about a conversation I had with Geoffrey Robinson,
I think it was at Charterhouse or something, and I said to him,
when he said to me, I never recollected a meeting— if you
tell me it was on 7th December I will accept your word—I
do not recollect it. I do, once prompted by him, remember meeting
Mr Robinson, but at that time we met a few times. I cannot be
specific that I recollect that, no, I cannot.
MS FILKIN: Did Mr Aldous.... ? Or have you recollected
what was said in that conversation that you are said to have had
with Mr Robinson, when you have said you had several at that point?
MR STONEY: Mr Aldous said to me that Mr Robinson
gave me details of the bank account transfer, which I can only
accept. If that was said, that was said. I cannot specifically
recollect that, but it is... You know, I cannot say whether it
was possible or not. I cannot specifically recollect that at all.
MS FILKIN: Was that, from what you were told in relation
to this £200,000 payment—ie for which you had the invoice
and which you subsequently wrote "Paid" on—is
it your understanding that that bank account number that you were
given related to that payment?
MR STONEY: I can only assume. I cannot recollect
this conversation, so I cannot tell you that it did or not. I
do not know, I really do not.
MS FILKIN: But from what you have been told, that
is your assumption?
MR STONEY: That is right, yes."[70]
68. Finally, I questioned Mr Stoney as to whether
Mr Robinson had ever asked him to be untruthful or to modify a
previous statement about either the purpose or destination of
the £200,000 payment by Pergamon AGB. Mr Stoney replied:
"... Mr Robinson has never asked me to lie...
He has never tried to put words in my mouth".[71]
b) Mrs Shirley Caddock
69. In her oral evidence to me (Annex NN), Mrs
Caddock confirmed[72]
that the note on the post-it sticker on Mr Robinson's invoice
of 24 October 1990 was in her writing. Mrs Caddock told me that
she recalled the telephone call from Mr Robinson which led her
to make the note, although not "word for word". But
she was clear that Mr Robinson had asked for the cheque to be
made payable to him: "Looking at what I wrote, it must have
been to him personally. If he had asked for it to be made payable
to a company, that's what I would have written". Mrs Caddock
added that she would not have included the reference to VAT registrability
unless Mr Robinson had mentioned the subject.
c) Mr Kevin Maxwell
70. In his letter of 22 February 1999 to Mr Robinson's
solicitor (Annex OO)[73],
which was referred to in Mr Robinson's letter to me of 23 March
2001[74],
Mr Kevin Maxwell stated that, to the best of his recollection
and drawing on the documents supplied to him by Mr O'Sullivan,
he believed that his father had gone back on his earlier agreement
to authorise a payment in respect of management services provided
to Lock.
71. In a letter to me, dated 3 April 2001 (Annex
PP), Mr Maxwell said that he did not "resile from the information"
contained in his letter of 22 February 1999 to Mr O'Sullivan.
In answer to specific questions from me (Annex QQ), Mr Maxwell
stated that:
— he believed both the invoice of
24 October 1990 on Mr Robinson's home writing paper and the handwritten
notes on it to be authentic
— it would be impossible, in the absence
of bank documentation which no longer existed, to identify the
beneficiary of the payment of £200,000 which was probably
made by Pergamon AGB in December 1990.
— he believed that the entry relating
to provision for a £200,000 payment for chairman's emoluments
in the Hollis Industries management accounts "properly reflected
the intent to pay Geoffrey Robinson or his company £200,000
against an agreed fee note" but that "given my father's
capacity for change it is possible that the management accounts
were published without the payment having been made."
— the submission of the invoice of 24
October 1990 reflected Mr Robinson's desire "to obtain remuneration
in the context of Central and Sheerwood and Hollis Industries
and the substantial work that he had personally and/or his private
engineering companies had been engaged in for some years without
compensation".
— the issue of a payment to Mr Robinson
had been discussed between Mr Kevin Maxwell and Mr Robinson on
numerous occasions prior to October 1990 and each time Mr Maxwell
subsequently raised the matter with his father.
— the confusion over which company would
pay "probably reflects the fact that Hollis Industries had
no surplus cash or facilities, whereas Pergamon AGB did."
— the late Mr Robert Maxwell, as group
chairman, "used treasuries like that of Pergamon AGB to settle
group-wide invoices, with internal book-keeping entries being
made to reflect appropriate inter-company credits and debits."
72. In a further letter to me, also dated 3 April
(Annex RR), Mr Maxwell told me that:—
— he could not "independently
recall any specific meeting on December 7 1990" at which
discussions took place concerning a payment to Mr Robinson or
Transfer Technology Ltd for services provided to another company
— any payment to Mr Robinson "must
have been approved/instructed" by Mr Robert Maxwell, although
a combination of Mr Stoney and Mr Kevin Maxwell (or any two directors
of Pergamon AGB) would have had authority to sign a cheque for
£200,000 once Mr Robert Maxwell's agreement to such a payment
had been obtained
— he had "no specific recollection
of the cheque in question"
— he believed "on the balance of
probabilities" that Pergamon made the payment (of £200,000).
d) Dr Sami Ahmed
73. Dr Sami Ahmed, the managing director of Transfer
Technology Ltd from 1988 until May 1991, swore an affidavit, dated
25 June 1999 (Annex SS), in which he stated that:—
— during the course of 1990 Transfer
Technology Ltd carried out certain work for Lock International
plc, which at that time was a company ultimately beneficially
owned by Maxwell interests; it was proposed that Transfer Technology
Ltd receive a management fee of £200,000 for this work
— to the best of his knowledge, "neither
Transfer Technology Ltd or any associated companies ever received
the management fee."
— he was unaware "that Geoffrey Robinson
ever received this payment himself either direct from Maxwell
interests or through Transfer Technology Ltd or its associated
companies."
— his recollection was that "in the
end the management fee was never paid"
— as managing director of Transfer Technology
Ltd he would "obviously be aware of such a large receipt
by the company or its subsidiaries."
— during the relevant period Transfer
Technology Ltd had been subject to detailed review by independent
accountants in preparation for the reverse takeover of what is
now TransTec plc; had Transfer Technology Ltd received the management
fee, "it would obviously have been highlighted in this process".
74. I interviewed Dr Ahmed on 11 April 2001 (Annex
TT). Dr Ahmed's oral evidence broadly confirmed the contents of
his affidavit.
75. I took up with Dr Ahmed the question of how
far he (and Transfer Technology Ltd) expected to receive a payment
for management services provided to Lock. The questioning went
as follows:—
"MS FILKIN: May I go through it? You are saying
that in October and November you did expect at some point to get
this fee from Hollis?
DR AHMED: Yes.
MS FILKIN: The figure you had in your mind was about
£200,000?
DR AHMED: Yes.
MS FILKIN: Did you see that as a payment that was
due to Transfer Technology, or a payment that was due to Geoffrey
Robinson personally?
DR AHMED: I think I would have seen it as both. I
could not see a line between Geoffrey and TransTec. Geoffrey owns
100 per cent. of TransTec. If this money was paid to him then
it means that he put more effort in, more than anybody, because
he used to be going there more regularly than me.
MS FILKIN: But were you expecting a fee to come in
to Transfer Technology?
DR AHMED: I would not be surprised if it comes to
TransTec. I would not be surprised if part of it would be going
to Geoffrey, because Geoffrey was doing a lot of service himself,
as running the company. This is Lock and people are reporting
to him and getting his reports regularly from him from January
through that time. Geoffrey was the Chief Executive. He was the
one looking after Lock. I would not be surprised if it is paid
to us or paid to Geoffrey."[75]
76. Dr Ahmed did not recall discussing with Mr
Robinson the loan from Transfer Technology Ltd to Roll Centre,
though he did remember hearing Mr Robinson mention, in early 1991,
the need to ensure that any outstanding debts on Transfer Technology
Ltd's books were extinguished or that adequate provision had been
made to secure their eventual repayment.[76]
77. Dr Ahmed added that the extent to which he,
as managing director, would have been aware of a large payment
received by Transfer Technology Ltd would have depended on the
route it had followed. As Dr Ahmed put it:—
"Let us assume Mr Robinson has taken this
cheque and he paid it somehow in the United States and got this
money to be transferred to come to us as payment of this loan,
I would not have known about it."[77]
...........................
"... if it was put in our account direct I think
we would have known about it. If it had a little bit of a tour
before coming to us this would be a different situation."[78]
78. When I asked Dr Ahmed whether he believed
that Mr Robinson would have been involved in organising the repayment
of part of the Roll Centre loan, he replied:—
"If this money is paid by Roll Centre and
it is part of payment of his loan, then Mr Robinson will be aware
of this, and he will be doing that".[79]
e) Mr Roger Davis
79. Mr Roger Davis, who was finance director
of Transfer Technology Ltd between 1989 until he left the company
in 1994, swore an affidavit on 29 June 1999 (Annex UU), which
for the most part was worded identically to that of Dr Ahmed and
which also disclaimed any knowledge of a payment of £200,000
to either Mr Robinson or Transfer Technology Ltd. Mr Davis's affidavit
concluded, with reference to the possibility of the management
fee having been paid to Transfer Technology Ltd:
"As finance director of Transfer Technology
Ltd I would obviously be aware of such a large receipt by the
company or its subsidiaries."
80. I interviewed Mr Davis over the telephone
on 9 April 2001 (Annex VV). I took up with him two particular
issues: whether in 1990 a payment was due to Transfer Technology
Ltd for management services provided to Lock; and the circumstances
surrounding the repayment of Roll Centre's debt to Transfer Technology
Ltd.
81. On the first point, Mr Davis said that, as
far as he was aware, there had not been "an outstanding bill
for management services from Lock" and he had "no recollection
of an invoice being raised for that". He added that, had
there then been "exceptional/non-recurring income within
our income for that year" (such as a management fee for Mr
Robinson's services to Lock International), he would have expected
it to show up in the pre-sale long-form[80]
report by Coopers and Lybrand on Transfer Technology Ltd—which
it had not. This was especially odd in view of the fact that the
valuation of Transfer Technology Ltd for the purposes of the sale
to Central and Sheerwood was to be based on a multiple of earnings.
Mr Davis was emphatic in saying "I stand by the fact that
the company did not receive a management fee". Mr Davis added
that he had not been aware at the time that Mr Robinson had raised
an invoice for £200,000 for services to Lock, with Transfer
Technology Ltd specified as the payee; in fact he had learned
about this only three years ago (ie in 1998).[81]
82. On the question of the Roll Centre debt to
Transfer Technology Ltd, Mr Davis explained that, if this had
been carried forward into the company formed by the merger of
Central and Sheerwood plc with Transfer Technology Ltd it would
have been tantamount to a loan to a director,[82]
since Mr Robinson both owned Roll Centre and was to be on the
board of the new plc company (and eventually its chairman).[83]
83. Mr Davis added that he would have pointed
out this potential problem over the merger either to Mr Robinson
or Mrs Brenda Price (Mr Robinson's assistant who looks after the
family accounts). He presumed that the receipt by Transfer Technology
Ltd of a payment of £200,000 on 10 December 1990 was recorded
in the company's books as a reduction of the Roll Centre debt
because "it must have been funds introduced, either repaid
by Roll Centre or from Geoffrey's resources". Asked why a
payment received on 10 December 1990 would have been dated 30
December 1990 in Transfer Technology's nominal ledger, Mr Davis
said that this might be due to various factors reflecting differing
accounting practices. But, as he put it: "I cannot ascribe
any importance to the date which may appear in that ledger."[84]
84. However, Mr Davis was clear that the purpose
of the payment was the abatement of Roll Centre's indebtedness
to Transfer Technology Ltd and that this was reflected in the
way in which it was recorded in the company's accounts. "It
was not treated as income in the books of Transfer Technology",
Mr Davis told me.[85]
f) His Honour Judge Jeremy Roberts
85. At the end of my meeting with Mr Robinson
on 31 March 2001, but separate from our tape recorded conversation,
he referred to discussions he had had during the course of the
DTI inquiry with his legal adviser, Mr Jeremy Roberts QC (now
His Honour Judge Jeremy Roberts). It appeared that Mr Robinson
mentioned this to me because he thought it enhanced the credibility
of his position in denying that he had received, directly or indirectly,
a payment of £200,000 in connection with management services
to Lock.
86. Since this information seemed likely to be
of relevance to my inquiry I approached Judge Roberts to ask him
for his own account of the conversation with Mr Robinson. Mr Robinson
agreed to waive his legal professional privilege for this purpose.
87. In a letter to me, dated 4 April 2001 (Annex
WW), Mr Roberts told me that:
— throughout his dealings with him,
Mr Robinson had consistently denied receiving the £200,000
referred to in a note to the audited accounts of Hollis Industries
plc
— Mr Robinson gave his full co-operation
to the DTI investigation, instructing his solicitors to "pursue
every possible line of enquiry to unearth documents and other
evidence" which might shed light on a) the destination of
the £200,000 paid by Pergamon by cheque no. 001751 in December
1990 and (b) the origin of the £200,000 shown in the books
of Transfer Technology Ltd as having been received by them at
around the same date
— Mr Robinson was "adamant that these
two sums were unconnected."
88. Mr Roberts added that he had explained to
Mr Robinson his concern that the DTI inquiry might conclude that
the two payments (ie out of Pergamon AGB and into Transfer Technology
Ltd) were in fact part of one and the same transaction and that
"quite a convincing argument to that effect could be mounted."
89. Mr Roberts summarised the advice he gave
to Mr Robinson as follows:—
"Mr O'Sullivan and I were at pains to try
to explain to Mr Robinson that we did not for one moment doubt
his honesty or truthfulness, but I did spell out to him the apparent
strength of the surviving documentary evidence, viewed objectively,
and I asked him to consider this evidence very carefully for himself,
and to consider whether on reflection the explanation might be
that the money had indeed gone to TT[86]
Ltd but that he had genuinely forgotten it when asked about it
some years later (Mr Robinson had, throughout, been an extremely
busy man). I told him that, if on reflection he thought that was
probably the position, it would be better to say so. He said that
he entirely understood the points based on the documents, but
that he was absolutely certain that the money had not been paid
either to himself or to TT Ltd. He continued to express his wish
that every possible step should be taken to get to the bottom
of the matter."
Additional evidence from Mr Robinson
90. After I had completed my interviews with
witnesses, Mr Robinson—at his own request—came to
see me again on 13 April 2001 (Annex XX). This second meeting
with Mr Robinson provided me with an opportunity to seek his response
to some of the matters raised by other witnesses and, in particular,
the question of the circumstances surrounding the partial repayment
of Roll Centre's debt to Transfer Technology Ltd in late 1990.
91. Mr Robinson acknowledged that the reduction
of the Roll Centre loan had been raised as an issue at the time
of the preparations for the sale of Transfer Technology Ltd to
Central and Sheerwoods. He added:—
"We had undertaken to reduce whatever it
was, whatever part of the Roll Centre debt. I am not sure it is
clearly divisible... By 200 [thousand pounds], it just seems a
global amount, they wanted to reduce it by 200 [thousand pounds]
and I agreed to do that."
Later, however, Mr Robinson questioned the need to
pay off part of the Roll Centre debt before 31 December 1990.[87]
92. Mr Robinson told me he was uncertain whether
he had spoken to anybody else about arranging for part of the
debt to be redeemed on his behalf: "... I do not have a clear
recollection about this. It was done by Roger [Davis]. There were
some documents signed by me".[88]
93. On the question of the timing of the payment
of £200,000 which was received by Transfer Technology and
set off against the Roll Centre debt, Mr Robinson drew attention[89]
to the fact that the date on which the payment was recorded as
received in Transfer Technology's books was 10 December 1990,
whereas the date on which a payment for the same amount was debited
to Pergamon AGB's account was a day later—11 December 1990.[90]
94. I again put to Mr Robinson the question as
to where the money to pay off £200,000 of the Roll Centre
debt could have come from if it was not from the funds realised
from the Pergamon AGB cheque for the same amount. I reminded Mr
Robinson that his own financial position at the time was difficult;
in particular his bank statements showed that he was heavily overdrawn
and therefore unlikely to be able to find the necessary sum from
within his personal resources. Mr Robinson's reply was:—
"... I could always find £200,000 from
somewhere else, from my own resources. My father would have lent
it to me".[91]
95. Mr Robinson also told me during our second
interview that he now regarded the advice given to him by Mr Jeremy
Roberts QC (as he then was)—namely that he should consider
carefully whether he might have "genuinely forgotten"
that the management fee had indeed gone to Transfer Technology
Ltd—as "very bad advice". And he added:
"... I really could not see why I, in a
moment of weakness or something like that—stress—should
give in and admit to something that is not true".
96. Mr Robinson undertook to provide me with
his own notes on his meeting with Mr Roberts but, to date, he
has not done so.[92]
The credibility of certain witnesses
97. For the sake of completeness, and because
of their relevance to the credibility of Mr Stoney and Mr Kevin
Maxwell, I must make reference to the findings of the recently
published report[93]
of the inquiry under sections 432(2) and 442 of the Companies
Act 1985 into Mirror Group Newspapers (MGN) plc.
98. In the report Mr Stoney was censured for
failing to discharge his duties in a number of respects as a director
of MGN. He had previously been censured by the Accountants' Joint
Disciplining Tribunal and excluded from membership of the Institute
of Chartered Accountants in England and Wales for "conduct
falling below that which was to be expected of a chartered accountant
in relation to a loan of £50 million by Bankers Trust to
MGN in October 1991.[94]
99. Mr Kevin Maxwell, although acquitted in the
related criminal proceedings arising from the affairs of MGN,
was heavily criticised for his conduct by the DTI inspectors.
They describe him as bearing a "heavy responsibility"
in respect of many of the events relating to MGN. As far as the
mismanagement and abuse of the pension funds are concerned the
inspectors concluded that Mr Maxwell's conduct was "inexcusable".
They made particular reference to the fact that he was complicit
in making disclosures to bankers, regulators and others which
"lacked frankness". The inspectors quoted Mr Maxwell
as justifying this approach in the following words:—
"So it is being economic with the information.
It was not anybody's habit ... not mine ... to tell a banker an
outright lie, particularly when there was not the need to."[95]
58 Tenth Report
(Session 1997-98), HC 488, p.xxiii. Back
59 See paragraph
46. Back
60 See paragraph
46. Back
61 Central and
Sheerwood. Back
62 The location
of Pergamon AGB's accounts department. Back
63 Annex MM. Back
64 Annex MM. Back
65 Annex MM. Back
66 Annex MM. Back
67 Annex MM. Back
68 Annex MM. Back
69 Annex MM. Back
70 Annex MM. Back
71 Annex MM. Back
72 Annex NN. Back
73 See paragraph
41. Back
74 See paragraph
7. Back
75 Annex TT. Back
76 Annex TT. Back
77 Annex TT. Back
78 Annex TT. Back
79 Annex TT. Back
80 See paragraph
37. An examination of the report confirms that no such item
is mentioned. Back
81 Annex VV. Back
82 Under sections
330 to 338 of the Companies Act 1985 loans to directors are, subject
to certain limited exceptions, prohibited. Back
83 Annex VV. Back
84 Annex VV. Back
85 Annex VV. Back
86 Transfer Technology
Ltd. Back
87 Annex XX. Back
88 Annex XX. Back
89 Annex XX. Back
90 For a possible
explanation, see paragraph 120. Back
91 Annex XX. Back
92 Annex XX. Back
93 Published on
30 March 2001. Back
94 Source: Report
of the inspectors appointed by the Secretary of State for Trade
and Industry under the Companies Act 1985 to investigate Mirror
Group Newspapers plc, Volume 2, Appendix 20. Back
95 Ibid,
volume 1, p.311; emphasis added. Back
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