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Two listed companies connected to Brighton SPC suspended

Denmark’s GXG Markets suspends Fulhold Pharma and Eligere Investments.

CAPE TOWN – In the ongoing fallout from the investigations into companies with links to Belvedere Management, two British companies listed on Denmark’s GXG Markets exchange were suspended on Wednesday. This follows from the announcement earlier in the week that the Cayman Island’s Monetary Authority (CIMA) had placed Brighton SPC in controllership.

Fulhold Pharma Plc and Eligere Investments Plc are both connected to the Brighton umbrella fund, although through different cells. Fulhold also has close ties to one of Belvedere’s major shareholders, David Cosgrove.

One of the three cells under the Brighton SPC is the T&K Investments Fund. It’s only holding is a small interest in Fulhold Pharma.

The largest cell under Brighton is the Kijani Commodity Fund. Its only asset is a loan to Kijani Resources Limited, an investment company whose primary holding is a significant interest in Eligere Investments.

The below graphic illustrates these relationships:

Brighton SPC graph

Eligere & Kijani

The primary reason for Brighton SPC being placed under controllership appears to be concerns around the verification of the Kijani Commodity Fund’s assets. Its latest fact sheets show assets under management of $179 million, but this is in question.

It derives its value entirely from a loan made to Kijani Resources Limited. The returns Kijani Resources is able to generate from its investment and trading activities are due to the fund as variable interest payments.

An analysis of Kijani Resources’s holdings shows that it has a direct ownership of more than two thirds of the issued share capital of Eligere Investments. Eligere claims to own commodity interests in the developing markets of South America and Africa.

It is suspected that Kijani Resources owns an additional 28.7% of Eligere through nominee company Alf Capital Management. Alf’s ultimate owner is listed as Brighton SPC, but the umbrella fund is unable to own any assets not reflected in an underlying cell. It is therefore likely that this shareholding is really held by Kijani.

At the time of its suspension, Eligere had a quoted market capitalisation of £117.06 million, or $179.9 million. If Kijani does indeed own 96% of the company, that would be almost the fund’s entire asset base.

What remains of Kijani’s assets would be smaller shareholdings in London Stock Exchange AIM Market-listed Emerging Market Minerals, and Dusseldorf-listed Teyuteme Oil.

Eligere itself is a highly illiquid share. It hasn’t traded at all in the last year, and only a handful of trades are registered since it listed in 2013.

Eligere is also the subject of an investigation by the UK’s Financial Conduct Authority (FCA). An announcement on the FCA’s website published on April 27 warns that it believes Eligere “has been providing financial services or products in the UK without our authorisation”. The FCA would not however comment on what products or services the company had been offering.

Fulhold

Fulhold Pharma is a specialist pharmaceutical company with a manufacturing plant in South Africa. Its subsidiary, Ful Hold Limited, which it acquired in August 2014, has been in operation since 2002 developing medicinal and nutritional uses for a patented active pharmaceutical ingredient.

Fulhold Pharma was incorporated on February 25, 2014, with Cosgrove as one of its founding directors. He resigned on March 18 this year, purportedly to focus on challenging the allegations against Belvedere.

It is unclear who the ultimate owners are of the just over 1% of Fulhold that sits in the T&K Investments Fund as it is held through nominee companies. However, some of the investment came through Citygate Securities, a stockbroker that is part of the Belvedere group.

Other shareholders in Fulhold include Cosgrove himself, although his interest is tiny, and two Mauritian-domiciled funds – Dualstar Capital Private Equity Fund, which sits under the Four Elements PCC, and the Alexander High Yield Fund within the Two Seasons PCC. Four Elements and Two Seasons are both currently under administration.

At the time of its suspension, Fulhold’s market capitalisation was quoted as £70.84 million or $108.9 million. The share has however never traded since listing on April 14 this year and still sits at its placing price of £1.40 per share.

GXG Markets

GXG Markets promotes itself as “the European stock exchange for SMEs”. It offers three different markets on which companies may choose to list, with different regulatory standards.

Fulhold and Eligere are both listed on GXG Main Quote, which is not considered a full market listing on a regulated market and does not have the same legal status as a EU-regulated market. Companies joining GXG Main Quote do not have to produce a prospectus, but are required to provide financial accounts that meet UK generally accepted accounting principles (GAAP) standards.

Announcing the suspension of Fulhold and Eligere, the GXG Issuer Surveillance Team issued a simple statement that: “The market quotation and trading of Fulhold Pharma plc (FUL) & Eligere Investments plc (ELI) has been temporary (sic) suspended on the GXG Main Quote pending clarification of information received by the Market.”

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