Stone Hill Park is the proposed name for the redevelopment of Manston Airport, to include at least 4,000 houses. It is nothing more than a name – the site is, and remains Manston Airport.
Stone Hill Park – The Company
Stone Hill Park Ltd was incorporated on 17 September 2014, originally under the name Lothian Shelf (718) Ltd. Lothian Shelf is the style for shelf-company names used by Ann Gloag and Pauline Bradley. Before this, the Stone Hill Park name was held by a company which later changed to Strannex Ltd (now dissolved).
Stone Hill Park – The People
Stone Hill Park has three directors listed:
- Pauline Bradley (from 17 September 2014)
- Trevor Cartner (from 19 September 2014)
- Joseph Christopher Musgrave (from 19 September 2014)
Two entities are “persons with significant control” or PSCs:
- Trevor Cartner (as sole director of FULS Ltd, which is the parent company of Invicta Asset Management Ltd)
- Invicta Asset Management Ltd (as 80% shareholder in Stone Hill Park Ltd)
The shareholding of Stone Hill Park Ltd is as follows:
- Invicta Asset Management Ltd (80%)
- Highland & Universal Investments Ltd (20%)
However, the company is ultimately owned and controlled by Gloag Investments Group Ltd (i.e. Ann Gloag), with its 100% shareholding in Manston Skyport Ltd, the ultimate parent company to Kent Airport Ltd and Kent Facilities Ltd (the loan note holder).
Stone Hill Park – Site Ownership
Questions have been asked for many years as to the situation surrounding the ownership of the Manston Airport land. The extent of this spans as far as the Transport Select Committee1 who failed to receive a clear indication from Pauline Bradley.
Figuratively, the site is owned by Stone Hill Park Ltd. However, documents filed at Companies House 2 reveal that a charge is secured against the assets of Stone Hill Park Ltd in favour of Kent Facilities Ltd, to the value of £7m.
Detailed questioning at the Select Committee hearing revealed the following:
- The charge relates to a “loan” of £7m from Kent Facilities Ltd
- A share of the profits from Stone Hill Park Ltd are directed to Ann Gloag via Highland & Universal Investments.
- Pauline Bradley does not know which companies she is a director of.
- Pauline Bradley does not know which companies Ann Gloag is a director of.
Sir Roger Gale MP stated:
When I was told that Cartner and Musgrave had acquired an interest in the site, I made it my business to find out the structure of the companies behind it. It became apparent to me that in no meaningful sense did Cartner and Musgrave own 80% of anything at all connected with Manston, other than possibly a promise. I said that publicly on BBC Radio Kent. I received a complaint from Cartner and Musgrave indicating that I had misrepresented their position and asking me to withdraw. I wrote back to them and said that I would be grateful if they could confirm that they did in fact own the unencumbered freehold of 80% of Manston, including the Northern Grass site. I have yet to receive a reply.
Therefore we can only conclude that the only ownership Trevor Cartner and Chris Musgrave have is what Sir Roger Gale describes: a promise.
Evidence later submitted to the Committee (after being approved by “legal advisors”) is as follows. Substitute Stone Hill Park for Lothian Shelf (718).
The site known as Manston Airport (the “Site”) is legally owned by Lothian Shelf (718) Limited (the “Company”). The Company is owned 80% by Invicta Asset Management Limited (“Invicta”) and 20% by Highland and Universal Investments Limited (“HUI”).
The ultimate beneficial owners of Invicta are Trevor Cartner and Chris Musgrave. The ultimate beneficial owner of HUI is Ann Gloag.
The Site was purchased by the Company for an undisclosed sum on 19 September 2014. The structure agreed between the parties allowed for part of the consideration to be paid in cash and part to be deferred to a later date. The balance due is a debt owed by the Company to KFL (the debt), this is a common payment mechanism in commercial property transactions.
As security for its obligations under the Debt, the Company granted a debenture in favour of KFL. The Debenture is in standard commercial terms and, being a public document, it was registered at Companies House on 6 October 2014.
At the Select Committee hearing regarding the Site held on 2nd February 15, the Chair asked whether the charge related to a loan of £7m from KFL. It is confirmed the charge (debenture) relates to a loan from KFL. It is incorrect that the sum secured is £7M. This figure is commercially in confidence but we can confirm that it is less than £7M.
In the event of a default on the repayment provisions under the Debt, KFL would have rights similar to those of any secured lender. These are in standard commercial terms and there is nothing unduly onerous or unusual about them.
Under the terms agreed between the Company and KFL, the Debt will be repaid at certain specified dates in the future.
Under the terms of the joint venture agreement, Invicta has control over operational and development matters in respect of the Site with HUI maintaining a financial interest only. Matters requiring the consent of HUI are limited to customary minority protection rights standard in commercial agreements of this nature.
Commercial in Confidence
The rough figure of the debenture mentioned above, which Pauline Bradley stated was commercial in confidence, is available from the accounts of Kent Facilities Ltd.
The accompanying notes:
Loan notes were received in part consideration for the sale of land during the prior year. The loan notes generate a fixed rate of interest of 1% and have a final redemption date of 10 years from the date of issue, unless previously redeemed. The loan notes are secured over the land held by the issuer of the loan notes. The long term element of the loan notes, £3,000,000, was initially recognised at fair value, with the difference between the loan note interest rate and the deemed market rate of 3%, being shown as a distribution in the financial statements. These loan notes are subsequently measured at amortised cost, with the difference between the amount initially recognised and the amortised cost being recognised in the income statement.