In January 2016, Thorn Medical, a healthcare company, announced that it was planning to list “within the next two months” on the London Stock Exchange with a valuation of £350 million. In February 2016, Lord Beaverbrook joined Thorn Medical as Chairman. In October 2016, Thorn Medical wrote to its shareholders to tell them that the company had withdrawn from its listing on the London Stock Exchange, but that a related US company would list on the Nasdaq Stock Exchange in January 2017.
In 2014, Thorn Medical hired Opus Capital as its Corporate Advisor. Opus Capital’s director is Paul Seakens, who has appeared several times on REDD-Monitor, because of his role in various companies selling carbon credits as investments.
Given Seakens’ record, I was surprised that Thorn Medical would have hired one of Seakens’ companies as its Corporate Adviser.
In a March 2016 post, I included some questions for Thorn Medical, one of which was, “How did Thorn Medical come to appoint Opus Capital and what due diligence did the company carry out before appointing Opus Capital?”
I received a response from Henry Gewanter, Managing Director at Positive Profile Limited, who told me he was in charge of Thorn Medical’s corporate communications. He didn’t explain how or why Thorn Medical hired Opus Capital, instead asking that I “immediately remove any mention of [Thorn Medical] from the article on your website”.
You can read Gewanter’s email, and my response, here.
Thorn Medical’s letter to shareholders
Here’s the letter that Jack Kaye, CEO of Thorn Medical sent to shareholders in October 2016, followed by a closer look at Thorn Medical:
Firstly, with regards to the UK London listing, the Directors have decided to withdraw the company’s application to submit a Prospectus document to the Financial Conduct Authority (FCA) in respect of its planned listing on the Standard List of the London Stock Exchange. No Standard Listing will now take place, and we have advised the FCA of our withdrawal.
As I have stated in my last letter to shareholders, the admission process has continued to be protracted, with hurdles being put in our way at every stage of the submission process.
We have worked closely with EY (Ernst & Young) and Nabarro Solicitors to achieve approval of our submission document, but the company has to date, run up substantial costs with no clear prospect in sight of approval.
As a result of these operational changes and delays, the company is moving forward with its planned business programme, and will now be “spinning out” all its Stem Cell businesses into a separate USA registered company – Thorn Healthcare Inc, which will complete its SEC application for a planned Nasdaq listing over the next couple of months, with the intention of listing on Nasdaq for January 2017. Based on the transfer value of the Stem Cell businesses and licences transferred to the USA company, existing Thorn Medical Plc shareholders will receive shares in Thorn Healthcare Inc (in addition to the Thorn Medical Plc shares they hold) in percentage proportion to their holding in the UK plc at the time of transfer.
In respect of the Okyanos acquisition, the sale/purchase contract has now been signed by both parties, and the company is looking at further acquisitions of Medical Device companies and Stem Cell related businesses both here in Europe and in the Americas.
To further support our operational growth, the company is issuing a $10m 3 year Bond with a 7% annual coupon. The bond is fully insured by a major insurance company against any capital default by the company on maturity, and the 7% interest coupon will be held in an escrow account to ensure payment to bond holders. The bond goes live on the Vienna Stock Exchange next month, and investors will be able to buy into it as you would buy shares in quoted companies via a stockbroker or bank.
The main PLC board will be strengthened with the addition of 3 Executive Directors during the last quarter of 2016. This will bring the board total to 5 Executive Directors and 3 Non Executive Directors.
The company continues to grow and develop, with strategic acquisitions that add value and complementn our existing businesses, increasing shareholder value.
I thank you for your continued support.
Chief Executive Officer
In December 2014, shortly before hiring Opus Capital, Thorn Medical announced that the company would list on the London Stock Exchange. Mahmood Bashir, Thorn’s then-CEO said,
“the company is committed to listing its securities at the earliest possible opportunity. We hope that our application to the London Stock Exchange for a Standard Listing will be successful, however whatever the outcome, the company’s securities will be listed at the earliest opportunity on one of the UK exchanges.”
Here’s how Bloomberg describes Jack Kaye:
Mr. Jack Kaye serves as the Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer and Treasurer at Technis, Inc. Mr. Kaye serves as the Chief Executive of Technis International Plc. He is a founder and serves as the Chief Executive Officer of Thorn Medical Plc, He founded Thorn Medical Plc and served as its Chairman until February 26, 2015. Mr. Kaye Founded Westhouse Medical Services Plc. in 2011 and served as its Chief Executive Officer. He has over 35 year experience in Telecommunications and established of one of the first mobile phone network resellers in 1984. He had substantial involvement in fixed line telco’s, including 24Talk. He has a history of developing a number of successful mobile and other applications, including a mobile data transfer solution which was sold to BeamIt Technologies in 2005 and a mobile software payment solution for a European Debit Card Company. He served as the Chairman of Thorn Medical Plc and serves as its Executive Director. He served as the Chairman at Westhouse Medical Services Plc until November 2012 and became Deputy Chairman since November 2012. Mr. Kaye serves as Director of Technis, Inc.
We are a development stage corporation formed to acquire Beach Guard and MiData products from Montroyal Investments Limited (“Montroyal”), a British corporation, an affiliate of Technis.
The products involved were for the surveillance and protection of large public beach areas. Technis Inc is no longer active.
Technis International plc was compulsorily dissolved on 15 January 2013.
Kaye was a director of 24Talk Limited for less than two months in 2003. The company was dissolved on 3 June 2014.
Montroyal Investments Limited is another one of Kaye’s companies. It was dissolved on 3 June 2014.
Many of Kaye’s companies (including Thorn Medical) are registered at Victoria House, 18 Dalston Gardens, Stanmore, Middlesex, England, HA7 1BU. There are 462 companies registered at this address. Here’s a screenshot from Google maps:
Not exactly impressive, is it? Especially for a company that claims to be worth £350 million.
Thorn Medical has issued a total of 103,625,627 shares. REDD-Monitor has been contacted by several worried shareholders who bought shares for between £1 and £2.
Swan Securities and Investments
One of the companies selling shares in Thorn Medical was an outfit called Swan Securities and Investments. Swan Securities and Investments was cold calling people to persuade them to buy shares in Thorn Medical. The company’s website has now disappeared, but here’s an archived copy:
If it all looks too good to be true, that’s because it is.
Swan Securities and Investments was, until 5 September 2016 anyway, an appointed representative of Kession.
But Swan Securities and Investments is no longer registered with the FCA. Here’s Swan Securities and Investment’s current status with the FCA, followed by a helpful (if somewhat tardy) piece of advice from the FCA:
No longer registered as an Appointed Representative. This is an appointed representative (AR) that is no longer an agent of an authorised firm. Do not start to do business with an AR that is listed as ‘former’.
Thorn Medical announced that it had “commenced the process to list its securities on the USA Nasdaq Stock Exchange” in November 2015. The company’s press release announced that, “The listing is expected to go live towards the end of the first quarter 2016”.
In his letter to shareholders in October 2016, Kaye wrote that Thorn Medical,
will now be “spinning out” all its Stem Cell businesses into a separate USA registered company – Thorn Healthcare Inc, which will complete its SEC application for a planned Nasdaq listing over the next couple of months, with the intention of listing on Nasdaq for January 2017.
A search on OpenCorporates reveals that no company called Thorn Healthcare Inc has been registered anywhere in the USA. But registering a company takes very little time. More worrying is the fact that the listing on the Nasdaq is already delayed by almost a year.