How much proof do we need of the sloppiness of the Barbados Corporate Registry? President Barack Obama is concerned about offshore jurisdictions that don’t keep proper records, and it is no wonder that he set his sights on Barbados.
According to the document below Barbados High Court Judge and former Kingsland director Elneth Kentish, together with Englishman Johnny Kidd, father of supermodel Jodie Kidd, and former Lodge boy Bjorn Bjerkhamn ceased to be directors of Keble Worrell Limited on the 27th day of March, 2002.
Remarkably these resignations were not registered until six years later on 2008-08-12 or the 12th day of August, 2008! The Act states it must be done within 15 days!
It is even more unusual that when Bjorn Ferdinand Bjerkhamn signed the document on the 11th day of August, 2008, he signed as a director! How could he be a director in 2008 when he claims to have resigned in 2002?
Kentish Advises Kingsland Shareholders to Sell for a Tiny Fraction of Market Value
In 1989, Keble Worrell Limited made an agreement to buy 16 acres of land from Kingsland for BDS$1.3 million. This land is now worth over BDS$15 million. Note that Clyde Turney and Barry Gale succeeded Elneth Kentish as directors of Keble Worrell.
In December 1996, Kentish became a director of Kingsland Estates Limited. Two minority shareholders objected to her appointment, based on Kentish’s conflicts of interest. Months after her appointment, in September 1997, Kentish recommended to the shareholders that they sell their Kingsland Estates Limited’s shares to an “undisclosed principal” of R.G. Mandeville, the same law firm of which she was a principal! Did Kentish know who the “undisclosed principal” was when she recommended the sale? It stretches my credibility beyond the breaking point to accept that a competent attorney would in good faith recommend a multimillion dollar sale to an unknown entity.
Kentish’s involvement with Keble Worrell would have given her a good handle on land prices, yet she recommended the sale of the whole of Kingsland to a secret buyer for a measly BDS$6 million!
According to the above document, Barry Gale succeeded Elneth Kentish as a director of Keble Worrell in 2002! He was a also a director of Kalahari Inc. when it purchased less than 0.2% of Kingsland’s lands for $12 million Barbados dollars! Double what Kentish recommended for the whole of Kingsland!
Besides Barry Gale’s links to Kentish, he also represented the auditors PwC! On November 25th, 2005, former Lodge boy Gale wrote “I act on behalf of PricewaterhouseCoopers …” (I will post a copy of this letter in my next blog.)
Kingsland’s real estate was conservatively valued in 2003 at BDS$ 350 million by Realtors Limited. How come Kentish was advising the shareholders to sell for BDS$6 million, considerably less than 2% of the 2003 value?
Interestingly enough, when minority shareholder Madge Knox declared her intent to buy Kingsland’s shares, Kentish resigned from the Kingsland board. This resignation was registered in a timely manner!
Elneth Kentish and Clyde Turney were both principals of R.G. Mandeville. Clyde Turney still is. They were both directors of Keble Worrell. Clyde Turney still is. Weeks later after Kentish recommended the sale of Kingsland, the “undisclosed principal” was revealed to the board by Kingsland Chairman Erie Deane. The “undisclosed principal” was Classic Investments Ltd., of which Clyde Turney is the attorney.
Why Were These Documents Not Filed On Time?
In 2008 a suit was brought against a company that bought Keble Worrell’s interest in lands of Kingsland. Clyde Turney is a director of both companies. I am not going to reveal the name of the company as the case is sub judice in the Barbados courts. Did Elneth Kentish, John Kidd and Bjorn Bjerkham file these belated resignations to avoid being involved?
Another reason could be the Kingsland litigation. According to the official documents from the Barbados Corporate Registry (CAIPO), Kentish was a director of both Kingsland and Keble Worrell when the latter was in the process of buying land from the former. I wrote about this in a blog on October 24th, 2007. Kentish did not contact me back in 2007 to say she had resigned from Keble Worrell. Now history has been rewritten, as Kentish’s resignation has been documented six years after the event! According to current documentation, Kentish was a director of Keble Worrell from 1987 to 2002. She was also a director of Kingsland from December 1996, to November 1997 when she resigned. The Keble Worrell deal originated in 1989, was updated in 1995, and was terminated sometime around 2006 or 2007.
Would these resignations have been filed if there were no court cases?
No Financial Statements Filed
Our researcher was unable to find ANY financial statements for Keble Worrell in the Barbados Corporate Registry, CAIPO. Since the company offered BDS$1.3 million for a single land deal, it would seem that the company should have considerable assets and be required to file annual financial statements.
Company Formed in 1974, No Records Until 1989
According to CAIPO, Keble Worrell was registered in 1974-11-14, or November 14th, 1974. However the first piece of documentation in the file is dated 1989-02-23, or February 23, 1989. On that date Elneth Kentish continued Keble Worrell.
Following the Example of the Chief Justice
It is notable that Simmons’ letter of resignation from the board of directors of S.B.G. DEVELOPMENT CORPORATION was dated September 7th, 1994. It was registered on August 23rd, 2007, shortly after he was named as a respondent to the Canadian action! Almost 13 years later! (See my post: Did David Simmons Continue to Have an Interest in S.B.G. after Kingsland Deposit Lost? (Cross XII) ) S.B.G. also broke the law.
It is also coincidental that S.B.G. never filed financial statements, even though it was negotiating the multi-million dollar purchase of Kingsland’s shares.
S.B.G. was latter supplanted by Classic. Yet another coincidence. Both the S.B.G. and Classic offers are similar, with some parts of the contract copied verbatim! Does this imply that both S.B.G. and Classic were represented by the same lawyer from R.G. Mandeville?
Did Elneth Kentish say to herself: “If the Chief Justice can get away with not filing his resignation for 13 years, there is no way he can hold me accountable for a trifling six years delay in filing my resignation!”
Retraction: The photo originally posted was not Elneth Kentish. It is apparently was of a lady who was accused of assaulting her. See BFP.
This post represents the opinions of Keltruth Corp. If you have a different opinion, please comment below. I would especially like to hear the views of all persons named in this article.
The Companies Act states:
74(1) Within fifteen days after a change is made among its directors, a company must send to the registrar a notice in the prescribed form setting out the change; and the registrar must file the notice
Neither Keble Worrell’s nor S.B.G.’s directors complied with this law.