Often Partisan

Another Day, Another Writ

Birmingham International Holdings have today confirmed in an announcement to the stock exchange that they are pursuing legal action against U-Continent Holdings for failing to disclose their relationship with Carson Yeung.

The announcement confirms that BIH have stripped U-Continent of their conversion notes by sending them a letter and are demanding the return of all converted shares.

Who the hell are U-Continent and what does this mean?

U-Continent are/were the second largest shareholder in BIH, with over 4billion shares in converted and unconverted formats. My friends at Blues Trust (and Mark Sutton in particular) have been keeping tabs on the ins and outs of share ownership and have written this piece recently which has the most updated numbers of shares owned by Carson and U-Continent.

Back in February 2014, U-Continent loaned BIH a sum of money against two tranches of convertible notes which ensured that BIH could continue running. The company was owned by a gentleman by the name of Yang Yuezhou, a Mainland Chinese property developer. However, in November of 2014, the company was sold on to Wang Lei, who is the younger brother of Carson’s common-law wife Wang Manli (aka Wang Lifei).

BIH are saying that they didn’t know when the transaction was originally taken out that it was done in concert with Carson (contrary to announcements made to the HKSE) and had they done so that they wouldn’t have gone through with it. By stripping out the conversion notes it means there are much fewer shares in circulation and in theory makes it easier to sell a stake in BIH. It also weakens Carson’s control over shares in BIH making it harder for him to oppose the sale of BCFC.

So this is great news?

Well, it would be – but we all know how slow the HK legal system is – and we know that Carson and his friends will put up a fight. I make this the fourth legal action between Carson and his friends on one side and BIH/EY on the other – all of which are going to cost both sides a lot of money and take up a lot of time. What we have is an absolute legal bunfight.

Because it’s not going to be resolved quickly, it means business as normal at the moment for the club – but it is yet another statement of intent from EY to remove the control Carson has on BIH/BCFC.

I emailed EY with two supplemental questions that I think need answering as for me this writ raises two points.

Firstly – on August 1 2013 it was confirmed to the HKSE that Victor Ma Shui-cheong was the one who introduced U-Continent to BIH – with Victor getting paid a HK$600k finders fee for the privilege. Victor is a former director of BIH, a current director of BCFC (as well as being Carson’s estranged brother-in-law) and as such I want to know from EY if he has to answer any questions on this. If he’s the one who introduced U-Continent, surely he knew that there were issues with them being linked to Carson?

Secondly – are EY going to take action against Carson with relation to the novation agreement which saw Carson’s 15million pound loan to BCFC moved to BIH and changed to a conversion bond? It’s well documented in the BCFC accounts that there was no paperwork for this loan and with the money supposedly not even coming from Carson’s accounts, there has to be an issue over where this money came from at all and if BCFC ever owed it to Carson.

I doubt I’ll get a response – but one thing is for sure… I’m sure neither Carson nor U-Continent will take this lying down.

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