Mark Andrew Ayres has been disqualified for 14 years from 15 July 2016 after an Insolvency Service investigation.
Mark Andrew Ayres, previously known as Mark Eyres and Mark Heaver, acted as a director of Global Eco Projects Ltd (GEP), in breach of a prior director disqualification. He also caused it to both receive investor monies in breach of financial regulations, and fail to protect those monies, as contractually agreed with its investors.
In addition, two of GEPs registered directors, John Roger Childs and Mark Francis Cooney, were disqualified for 7 years from 14 and 29 April 2016 respectively. This was for first allowing Mr Ayres to act until 31 July 2013 as mentioned above, and then their decision to continue trading from August 2013, receiving and disposing of further investment funds while insolvent, in breach of financial regulations and contract.
The disqualifications prevent Mr Ayres, Mr Childs and Mr Cooney from directly or indirectly becoming involved in the promotion, formation or management of a company for the duration of their disqualification terms.
The matters of unfitness, which Mr Ayres did not dispute in the Disqualification Undertaking, were that:
1.Mark Andrew Ayres (Mr Ayres) acted as a director of Global Eco Projects Ltd (GEP) from 29 March 2012 to 6 August 2013, without the leave of the Court, whilst subject to a disqualification undertaking, contrary to section 13 of the Company Directors Disqualification Act 1986.
2.Mr Ayres caused GEP both to receive 666,000 of investor monies from October 2012 to 31 July 2013, in breach of financial regulations, and to fail to apply those monies as required by contract, to the investors detriment:
investors were induced to make payment of 666,000 to the company on the basis of investment in a mission to help half a million families to live a healthier and safer life, by giving them a clean, efficient stove to cook on. The free distribution of stoves would generate an income through the obtaining of Gold Standard carbon credits. An interest payment of 30% of the loan was to be paid 24 months and 6 weeks from the agreement date and daily interest would then accrue at 12% per year, payable yearly in arrears, with the full capital of the loan to be repaid after 7 years
the terms and conditions of investor debentures included the following commitment from GEP: The Company will place all stove funds in a separate bank escrow account for the sole use of purchasing Cook stoves
no such account was created, only 32,395 was paid in respect of cookstoves before 31 July 2013, only 1,449 stoves were ever obtained, and on 31 July 2013 there was only 101,087 cash remaining.
in comparison, the marketing agents employed to introduce the investors charged 324,200 and, despite GEP accepting receipts of 275,586, attributed to Mr Ayres, repayments of these monies to 30 July 2013 left a balance due by Mr Ayres of 7,886
In addition, the company solicitors gave consistent advice in meetings, phone conversations and emails from 11 December 2012 until 11 June 2013 that:
under s21 Financial Services and Markets Act 2000 (FSMA), GEP was prevented from communicating an invitation or inducement to engage in investment activity
that the marketing material it produced should be signed off by persons authorised under FSMA
that, should the authorised person recommend it, this could lead to the need to offer refunds to existing lenders
No such authorised sign off, or specialist advice, was obtained.
Commenting on the disqualifications, Mark Bruce, Chief Investigator at The Insolvency Service, said:
This is a very serious case in which monies were extracted from members of the public; not only on the grounds of it being a safe investment, with a good rate of return, but that their money would be used to assist the lives of impoverished communities in Africa. In fact, their monies were principally spent on a combination of marketing fees for sales agents and repayments of monies owed to Mr Ayres. Indeed, the entire scheme was illegal from commencement, as the marketing of debentures is a regulated investment and GEP failed to sign off its marketing material from a properly regulated person
Mr Ayres was the De Facto MD of the company until August 2013. This case should be noted by anyone considering reacting to a disqualification as director, by continuing to run companies without registering themselves at Companies House. They should take note that the Insolvency Service will investigate which individuals are actually in control of corporate governance. We will then take action if there were unregistered directors, especially if a disqualification ban has been breached