The £40 million theft	Rosser Group history	The Fraud	Where did the money go?	How Oxford City lost £1million

The Fraud

ANTHONY ROSSER AND THE ROSSER GROUP OF COMPANIES

In 1986, Anthony Rosser (“AR”) was managing director and owner of the Rosser Group, a group that had grown from a business founded in the early 1960s to include a house building company responsible for many hundreds of new builds and a major regional newspaper group from which AR had launched the UK’s first free newspaper.

For more than a decade the group’s legal affairs had been handled by Laytons LLP, whose managing partner Richard Kennett was also AR’s personal solicitor. However in 1986 Kennett and Laytons were involved in a measure actively gaining the fraudulent bankruptcy of AR’s newspaper business which also brought down the group’s housebuilding development business and its considerable land bank worth £25 million + and also of him personally whereby AR lost their family home today worth £12 million and other assets. Kennett had woven into the action a means whereby if the newspapers were brought down the group’s bankers Citibank with their debenture could place Techomes Ltd and all the group’s other assets into receivership. Citibank had a debenture valued at £5.9 million on the group. After allowing for the repayment of this charge and other much smaller charges the group had a net worth of over £40 million. The reader should realise that the managing partner of Laytons was responsible for nearly all these various mainly fraudulent moves.

This move allowed Kennet and AR’s brother Colin to secure the ownership of AR’s newspapers (at a fraction of their £14 million value ] For eight months with Laytons’s full participation Colin Rosser unbeknown to AR had falsely been claiming to be the owner of AR’s newspapers. This was done in order for Kennett and Colin to boost an otherwise paltry offering to launch on the AIM market in the name of Goodhead Communications. Through the receivership of AR’s business that it was stated in the offering Colin owned the newspaper group claiming the newspaper group’s value of £14 million as Colin and Kennett’s. The receivership of the newspaper group enabled the pair to then purchase the group for £3.4 million and launch Goodhead Communications on the AIM market at £15 million +.

Though Kennet and Colin’s legal foundations were shaky and upbraided by the courts, having manoeuvred AR into losing his control of his newspaper group assets, Laytons supported a barrage of dishonest but intensely detailed “lawfare” to deny AR the monies to defend his rights. This by harvesting his major assets in Techomes and its substantial land bank and other valuable assets like a 17 year valuable lease close to Oxford City centre a very promising American football magazine a trout farm [ bankers, receivers, others involved in the group’s business ] including his and his wife’s personal assets which were not owned fully by the group and which should not have been in play (and whose protection had in any case been one of Laytons principal duties).

Without the means to obtain the best expert support through lack of finance , a necessarily complicated (and duplicitously over-complicated) situation was beyond AR’s or anyone’s ability to analyse and present to the courts on their own. Thus Laytons knew that they could engage in cynically dishonest tactics just as long as they were still holding the parcels when the music stopped. Legally, all they needed to do was hold the position until the Limitations Act kicked in to forgive them their sins and grant them and their clients all of their plunder. However criminal activity, fraud, full dishonesty by Kennett and others is not subject to a time bar.

The strategy worked and by the early 1990s, unable to afford to escalate his legal bills any further, AR believed that his £40 million assets could not be recovered from a fraud that had been perpetuated and, in the form of the Limitations Act upheld, by the legal profession itself.

Only in last 2-3 years has he been able to settle down, re-examine the events of several decades ago, and seek professional advice, and in doing so come to the realization that he was the victim of a carefully crafted huge fraud by Kennett and his accomplices. See later statements.

BACKGROUND: LAYTONS INSTRUCTIONS FROM ROSSER GROUP AND ANTHONY ROSSER

In 1983 Laytons were the Rosser Group solicitors, having provided advice and taken instructions on all legal matters that arose since their original appointment in 1972 when appointed by the group owner Anthony [ Tony ] Rosser . From the start Richard Kennett of Laytons had insisted on being the group’s sole legal representatives and renewed this demand in relation to a demerger of one of the group’s members, whereby control of Goodhead Press would pass personally to its managing director, AR’s brother Colin Rosser. All of Freenewspapers UK titles were printed by Goodhead Press, a company initially purchased by AR to print the Oxford Journal, the first free newspaper in the UK, which AR had formed. AR retained all publications - Oxford Journal and all the Freenewspaper Publishing Group with its 14 UK titles.

This whole procedure commenced on the absolute assurance by Richard Kennett, managing partner of Laytons, that he would act completely even-handedly between the brothers. Laytons’s Kennett, who also worked for AR personally, insisted that only he could manage this process and assured them that he could be trusted to be even handed between the brothers.

However, he would fail to do this, and in the course earn himself and Colin potentially millions in the course of breaking up AR’s business, the business they both worked for.

HOW LAYTONS FAILED AR AND THE ROSSER GROUP

Laytons failed to uphold acceptable professional standards in a pattern of behaviour stretching over several years, which led very directly to the loss of the business of the group that had been built up over 23 years. By way of illustration:

Instead of the fairness he had promised, Kennett was deceitful and biased. He plotted behind AR’s back when he and Colin secretly worked for a year on a 12-page document to push through the demerger of Goodhead Print from the group, which he abruptly tabled at a head office meeting on Saturday March 12th 1983, requiring AR to sign by 5pm, despite having given no advance sight of the document and not telling AR of Colin’s long involvement in its construction. Kennett had been told to ensure there would be no problems in the demerger as Colin had asked AR if he could take Goodhead away from AR’s Group and set up his own Free Newspaper Group. Colin had bought a free newspaper of his own but had asked AR to assist but the paper did not have the right personnel and the paper had failed. Colin asked for AR’s help and he did but AR did not realise he and Kennett planned to steal AR’s own Free Newspaper Group. In fact AR asked Colin where was he getting his free newspapers from and he said he would buy them. Looking back he offered to buy our Sheffield Journal and I said what would you offer and he said £300,000 and I told him not on or words to that effect.

Laytons were not diligent in their attention to important matters. AR signed the demerger document on the understanding that it would be amended, and in the following days made many objections clear in writing, explaining that their proposals put his business in unnecessary danger, purely to Colin’s benefit. Although these vital corrections were agreed to, Laytons kicked them into the long grass, and ultimately the business was partly brought down using precisely these faults that Laytons had agreed with AR would be corrected but were not. The main reason was Kennett’s duplicity and fraudulent actions.

Laytons were biased, dishonest, and acted firmly against their client’s (AR’s) interests in the transfer of a £750,000 debt from the Sunday Journal, a business that had been discontinued, to appear on Goodhead's books as a “cosmetic asset” to assist their valuation with the AIM market. This gave AR no benefit and courted a significant risk but he eventually agreed to it only on the assurance from both Colin and Kennett that it would never be used against him or his businesses. This essential promise, seriously made and depended on, would soon be breached very damagingly. Not only did Laytons fail to protect AR from this danger as they promised, but they were ultimately instrumental in using it against him in a successful effort to bankrupt AR, preventing him from suing them as their dodges and deceit ran down the clock, and his financial reserves, thwarting his ability to mount a legal fight-back.

Laytons were again biased, dishonest and acted against their client’s interests in the matter of the “Aldoworld debenture”. This move requested by Kennett to assist Colin’s application to the AIM stockmarket Kennett stated to AR that Colin’s application to AIM to make Colin’s position more attractive was needed by Colin to make his application to the stockmarket basically to be more credible. This involved transferring from BAII the financing of a low-risk investment of the construction of 6 shops and 19 flats in Bristol city centre nearing completion – one of the 6 developments Techomes Ltd [ the initial member of the Rosser Group ] had in progress at the time – in order to add, at Kennett’s request, another asset to assist Colin’s meagre portfolio in his presentation to the stock market. While not understanding what Kennett and Colin were up to then, if Colin was to get to the AIM market he was seriously lacking in assets to win support. AR agreed for the modest Bristol development by Techomes to be used by Colin to assist him. Kennett assured AR that the profits gained by Techomes Ltd could easily be transferred back to Techomes Ltd. However unknown to AR, Laytons [ their managing partner do not forget ] deceitfully added a power of attorney which it transpired would force the entire Rosser Group to be taken into receivership in the event of any default by any one of the group. Thus if Freenewspapers Ltd went into receivership the rest of the group worth in the region of £30 million would be in danger due to the Aldoworld debenture. This hidden provision had no commercial justification, gave AR no benefit, and only served to transfer power away from AR to Colin, the parties Laytons and Kennett had promised to represent even-handedly. AR relied on his solicitor precisely to prevent such huge needless dangers, and was grossly betrayed.

Laytons were again biased, dishonest and acted against their client’s interests when conducting the sale of the Bristol Journal newspaper some months before Goodhead Communications launched on the AIM market. Oddly, at a meeting prior to completion of the Bristol Journal sale the buyer insisted on reducing the agreed price between AR and the buyer £1.8m offer by £300,000 on the day of sale. Only later was it discovered that, unknown to AR, Laytons had wrongly inserted without agreement a clause granting Colin’s Goodhead the valuable printing rights to the Bristol Journal. This was done between Kennett supposedly representing AR and the lawyers acting for the purchaser of the Bristol Journal. As Laytons were representing AR’s Freenewspapers Ltd these rights should have gone to AR’s new printing company which he had formed as Goodhead’s printing performance had got very poor and AR was intending to put the printing of the Bristol Journal to AR’s new printing company Freenews Print but Kennett switched them to Goodhead, losing AR £300,000 on the deal. All this was done in secrecy and not revealed by Kennett or the Bristol Journal purchaser when sale details were signed. At the time of contracts the purchaser stated he wanted a reduction of £300,000 to AR but there was no mention of the print deal going to Goodhead Press and another example of Kennett’s and Colin of course extreme deceit and fraud.

Laytons demonstrated compromises to their integrity or competence when insisting on giving AR’s free newspapers division a nil value in their accounts to help, in their words, the overall tax position in Goodhead Communications Ltd going to the AIM market. These papers had made £1.4 million profits in 1985 and even the reduced £1.5m Bristol Journal sale indicated a £15m value for the remaining Freenewspapers’ titles , so AR repeatedly questioned this nil valuation but Kennett’s replies made no sense. (It would of course, however, perhaps prove helpful later to Kennett and Colin when the group was being liquidated as unbeknown to AR was their intention.)

Laytons again failed to act in their client’s best interests when all group borrowings were consolidated into a group-wide Citibank loan. Covered up in the complexity of the details, Kennett slipped through a right for Citibank to require instant repayment of the entire amount on demand via the debenture. This overwhelming deceit by a solicitor acting for a client is unbelievable but it happened. With £40m in net assets, the group’s debts were covered eight times over, but its management would never have knowingly agreed to allowing them all to be called in instantly, on the day. Kennett was acting so wrongly looking back he was in so deep in fraud that it would appear he would stop at nothing in order to enforce the demise of not only Freenewspapers Ltd but the whole group.

Laytons again showed compromised integrity and dishonesty when Kennett falsely claimed for a period of eight months to the AIM market and the handlers of their launch [ details supplied ], when seeking a listing there, that Goodhead Communications owned all of the newspapers that AR still owned.

This left AR’s solicitors with a vested interest contrary to their client’s Goodhead Communications Ltd: of obtaining AR’s newspapers, urgently and at the lowest possible price (such as in a receivership) for their other client, now Goodhead Communications, whom they were already representing as being the owner. !!

Laytons failed to act in their client’s interests, deliver legal services competently and diligently, or provide timely advice on the morning of the receivership when Citibank called in their loan which then stood at £5.9m, on the basis of what proved to be false figures compiled by Citibank accountants [ although these were really receivers [ working for Peat Marwick ] smuggled into the Rosser Group Head Office by Citibank it transpires ].[ see details elsewhere ] In telling AR that there was nothing he could do about it, Kennett only then explained that Citibank had a right to immediate repayment and that using the “Aldoworld” charge on his own shares gave them full control of group. This, allied with the power of attorney which was unknown to AR, made it practically impossible for AR to defend the business from the “fire sale” it was then subjected to in receivership.

There were many things that could have been done, had AR been given the benefit of the legal support that he was paying for but which was non existent over this period. The group had numerous valuable assets and Laytons knew Citibank accountants Arthur Andersen had recently valued the newspapers alone at £12m. There was a confirmed offer of £7.5m for the bulk of the newspapers on the morning of the receivership in the presence of Citibank’s Vice President Robert Ellison, which he immediately rejected for being “two minutes too late” as they later admitted in Court. The court urged AR to claim against all but AR was struggling to keep afloat as finances were in short supply as the duplicitous Kennett had no doubt planned.

The receivership had been sought by Citibank on the basis of information provided by two representatives they had installed in accounts department looking solely at Freenewspapers Ltd’s results. When the group chief accountant pointed out to AR that the supposed Citibank accountants were receivers he had worked with in his earlier career, Citibank insisted that our group accountant be forced out there and then. These two “accountants” turned out to be receivers from Peat Marwick, now KPMG; [ after this happening Peat Marwick were taken over by KPMG ]and Peat Marwick used false figures to justify the receivership [ details available ]. The correct figures, showing its trading position to be better than ever, were withheld, eventually delivered very late just hours after the receivership had been set underway. The group had ample funds, evidenced that very morning with receipts of £69,000 for Freenewspapers Ltd alone; although to be able to utilize them would now effectively require the group to open a non-Citibank account and, under Laytons' dubious guidance, it had previously accepted a requirement from Citibank not to work with other bankers. All as bent as blazes.

Instead of supporting their client to develop the options these failings offered, Laytons failed to offer clear and timely advice in what were urgent and highly irregular circumstances. Citibank had solicitors present in the group offices acting for them, while in the form of Laytons the Rosser Group had no-one acting to represent it and the receivership could not be forestalled. The group’s solicitors who had planned the whole matter were still in Lincolns Inn London.

Laytons’s advice that morning was incompetent, reckless and, perhaps, fraudulent (as Master Turner of the Royal Courts of Justice would allude to in a Court judgement on a matter concerning AR’s home). Laytons made it clear that they were supporting the receivership as the only course available. Kennett specifically and repeatedly advised that AR should allow the receivership to continue instead of trying to fight it: on the grounds that the group’s surplus value, which he confirmed was substantial, would be best realized via a receivership process.[ !!!! ] And with the other side's lawyers present and ready to pounce on any mistake they could purport to find, AR was compelled to accept this advice. In retrospect an amazing circumstance when there was £40 million spare assets available.

It was apparent the group was set up to fail by Laytons. It is clear they were an active participant in illegal backroom deals but their obvious negligence and bias in the discharge of their duties towards their client appear sufficient on their own to uphold a complaint of serious professional misconduct. This misconduct led to development land and other property assets being sold by the receivers at a fraction of their true value and a business built up from scratch over 23 years and worth £40 million net being lost.

CONSEQUENCES

Laytons’ flawed advice on the morning of receivership and deals made in the asset-stripping of AR’s businesses, often to the benefit of other parties on the morning of receivership, against a background of highly suspect advice for several years, cost AR the initiative and he was never able to make up the ground lost that day.

In one example of many, Goodhead Communications obtained the newspapers they and Laytons had been falsely claiming they already held. They paid just £3.26 million at receivership, a fraction of their real value. In a similar fashion the group lost other assets including a land bank worth some £34m. A new publication that had commenced for only 9 months or so called Quarterback and had had an offer of £1.5 million was sold by the receivers for £4000. The receivers sold an estate in Andover belonging to AR and wife Cherry worth at the time in the region of £1million now owned by the local authority. The land included building land and numerous expensive properties have now been built on the land whose titles should be examined. The property was owned by a limited partnership [ AR had been made fraudulently bankrupt by his brother Colin disclosed after the receivership ; Freenewspapers Ltd had been lost but AR’s wife Cherry had a personal share in the transaction which was completely ignored by the local authority who took over the property from KPMG. Several impressive houses now stand on the site which is still, it is reasoned, in the part ownership of Mrs Cherry Rosser.]

While AR fought this dubious receivership and won significant victories in Court, because of Laytons’ earlier failures he was always playing catch-up in an expensive game where he was running out of money, and time.

In a final act of betrayal of their client’s interests and dishonesty, with Colin, Laytons secured AR’s bankruptcy by activating the “cosmetic” £750,000 Sunday Journal debt that they had promised would never be used against him. It should be added this debt was a commercial debt not an individual debt and personal bankruptcy should not be available in this situation. This had the effect of bringing any fight-back to a halt, for example he could not now raise the £0.25m needed for the next big round against Citibank at Court. Laytons then knew that unless AR somehow rebuilt a fortune from nothing in six years, the Limitations Act would cover their misdeeds and secure their ill-gotten gains. This was seriously improper conduct.

THE FINANCIAL LOSS CAUSED

At the time of receivership in 1986, AR’s interests in the Rosser Group had a net value of some £40m (now worth £116m, see Bank of England Calculator), all of which was lost, along with other assets such as his magnificent home.