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Thorn Medical withdraws from listing on London Stock Exchange

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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 In October 2016, Thorn Medical wrote to its shareholders to tell them that the company had withdrawn from its listing on the London Stock Exchange, but that a related US company would list on the Nasdaq Stock Exchange in January 2017.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:

Thorn Medical

Dear Shareholder,

Corporate update

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.

Yours sincerely

Jack Kaye

Chief Executive Officer
 

Thorn Medical

Thorn Medical was incorporated in the UK on 29 July 2014. The company’s first two directors were George Jackson and Jack Kaye. Both are still directors of the company.

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:

KayeMr. 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.

Technis Inc was registered in 2010, in Nevada. The company’s launch on the Nasdaq was in January 2012. The company’s prospectus explains that,

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.

Westhouse Medical Services was dissolved on 29 March 2016. (In October 2014, Thorn Medical bought three three medical products from Westhouse Medical Services.)

Montroyal Investments Limited is another one of Kaye’s companies. It was dissolved on 3 June 2014.

Kaye has been director of more than 50 companies registered in the UK.

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:

Victoria House

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:

Swan Securities and Investments

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’.

Nasdaq listing?

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.
 

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53 Comments

  1. As an Investor who has bought shares in Thorn, following sales talk from what I now feel to be of dubious nature, I am shocked at the way this all looks. I bought these shares in good faith and now feel that I have been the victim of fraud.

  2. I also bought shares with this company and yes my feeling is mutual, I am very inclined to believe this is serious fraud.

  3. Another factor is that even if they listed on the nasdaq,which I seriously doubt, It would be almost impossible to sell any of our shares without having placed them with a broker in a nominee account. This is not possible unless they are listed. To this end we have been sold worthless pieces of paper on the impression they would list on the london markets, (there are uk alternatives eg. plus markets where trading could take place)
    The way this has been done is pure deceptional fraud — I put it that we should all get together as many people as possible and make contact in confidence. In order to take action.

  4. Jay —-
    There is no way of selling them, only if they listed on an open market.
    The company has said they may list on Nasdaq – if this happens, holders will have to then get their certificates placed with a nominee broker. This could take days, during which a form may be asked for to trade in the USA. It may be a requirement to open a bank account in the states for money to be deposited, unless one is lucky to find a broker who will allow moneys to be deposited in their nominee US account under their name. I may be wrong here but I think this is as it is!
    It appears Thorn have been asking for even more money in the form of bonds, also I wouldn’t be surprised if they issued free bonds to share holders, the situation doesn’t get any better!

  5. I have no doubt that they are a scam and I have accepted that I have lost a lot of money, I am pretty upset about that….more so that they will continue their journey and will apply their scam to other people.
    There isn’t anything on the net about this company really, they aren’t being flagged anywhere which allows them to continue their journey. Does anyone know how to proceed to highlight their profile?

  6. I too have many shares in Thorn Medical and I am worried that I have lost my money. lt is about time we heard from Thorn Medical to see if they are a genuine company.

  7. The letter to shareholders says the bond is insured by a major insurance company. There is no mention of the name?

  8. Hi Fred, is this a recent letter, if so I have not received it.

  9. @Albert – The letter dated 14 October 2016 from Jack Kaye (quoted in full in the post above) states:

    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.

  10. I have a friend who enquired about investing in the bond. The name of the insurer on the marketing package he was provided is Roldesur Investments, an unrated insurance company from Argentina from all he could tell.

  11. Fred

    Thank you, I’ve found it now, for what it’s worth — it is meaningless — where are the bonds? — are they established for each investor per share? Not a word about how or when they would be issued, or if they are redeemable for cash. Who would insure a worthless piece of paper?
    What is being done with our money? what is the name of the insurer? What has happened to “Breast Check” a new accurate way of checking for cancer? How many more directors have resigned to a safer place?

    Albert

  12. This Company is so vague and totally smoke and mirrors it’s web-site is as barren as a desert!
    No media news has any thing to say about Thorn.

    With all the legislation of the FCA and the Law it is a shocking thing that no-one does anything about people like this who have taken investors money!!

    Albert

  13. Like I said — somewhere we don’t know, as the song goes, could they have chosen somewhere local? More smoke and mirrors!!!

  14. Albert, again the insured is the company in Argentina. Not a “major”insurance company. The statement thst they are is a false and misleading statement. The SFO and FCA should be informed. Also, another friend who was convinced by Swan to. buy shares thought he was buying his shares from Westhouse and they were receiving the funds but he received his shares from Montroyal, Jack Kaye’s investment office. It sounds like Jack hyped the stock and then sells his own rather than raising money for the company. If so he could be guilty of fraud; right?

  15. Fred

    I think there is a case for multiple conspiracy here, I also bought my shares from an Ex-Director Gordon Wilson, who retired in 2014.I was given a tip along with a friend, who bought nearly twice my amount. The tip to buy came from a dodgy outfit called Falcon, who do not exist now. It appears these people knowingly offloaded shares they knew were worthless. I don’t think they have had any employees for a long time. If you Google Thorn Medical Directors Endole, you will see multiple Directors Have resigned!

    Albert

  16. Board members selling unlisted shares to unsophisticated investors after Jack Kaye and Lord Beaverbrook have made false and misleading statements about listing, the value of the shares and stating they have a “cure” for balding or can grow limbs with stem cells is pretty scummy. I did not buy the shares but as I said I know two people who did buy Jack’s.

  17. What is the significance of the latest developments – does anyone know?
    “Thorn Medical PLC appoints Paul Christie as Chief Operating Officer and Gordon McIvor Wilson as Development Director.”

  18. Strange that this is the only news to appear on this barren site since December 2016

    Thorn has one secratary —-
    Below is a list of all other different companies at this letter box.

    VICTORIA HOUSE, 18 DALSTON GARDENS, STANMORE, MIDDLESEX, HA7 1BU

    [R-M: List deleted – see my comment below.]

  19. @Albert – Thanks for this comment. I’ve deleted your list of companies registered at the same address as Thorn Medical. You’re correct that this is letter box and not an actual office. As I pointed out in the post above, there are more than 400 companies registered at this address.

    The full list of companies is available here.

  20. I too have purchased a lot of shares in the genuine hope I was helping to advance healthcare. These were sold to me with the promise of a listing on the stock exchange, clearly I have been seriously defrauded.

  21. I may be mistaken but If you are the lady who lives near the Thorn letter box office — then I think we may have met, I too have lost money over this and their further statement is as feeble as the rest — how many months to go now before another load of smoke and mirrors. Bonds insured against loss? how can they have any value if they cannot be sold? This is quite outrageous and illegal. There should be an explanation of where the money has gone.

  22. Janet, Did you buy Thorn shares from the Company or did Jack (Montroyal) sell you his? It’s hard to help people with healthcare if the money you invest goes to supporting Jack’s lifestyle.

  23. I bought shares through ‘Belmont venture capital’ and pare payment through monroyal, anyone else? Bvc and the people I spoke to there are now denying ever selling them. Seems we’ve all been defrauded

  24. Matthew, have you or anyone else who believes they have been defrauded called a barrister or alerted the FCA?

  25. Unfortunately i also have some Thorn shares that despite my best efforts i am finding difficult to sell….or shall i say next to impossible. I have done a lot of digging with this company and it doesn’t look good for those that have shares. If they don’t list on any stock exchange we will never be able to sell them.

  26. Looks like I may have been scammed too – my ‘investment’ in shares was sold to me by Swan who we all know do not now exist but when I was told about the shares initially I was advised they had purchased shares too!!! Has anyone received a share certificate? – I have and it looks pretty genuine although easy in this day and age to produce a fraudulent copy. I agree with Albert that we should all get together to find out what is happening. How does everyone else feel about this?

  27. At the very least, as many of us as possible should be at the AGM to ask questions about the company, all those we have been asking on this forum.

  28. jack.kaye@thornmedical.com This is his direct email that he replies too. I’ve spoken with him at length and because he’s never directly sold shares. Thorn aren’t in the wrong.

  29. Matthew, I think Thorn and Jack Kaye have legal liability for misleading investors and Jack’s trusts of which he or his family are likely beneficial owners profiting from same. I am not a lawyer but I would not take Jack’s word for it, that is for sure

  30. Everyone should file a report to Action Fraud and FCA. The more cases they receive, the more likely they will act on it.

  31. It is interesting that Paul Morton’s LinkedIn profile shows him still at GE and no mention of Thorn. Was the press release in January just more hype? And whar happened to the NASDAQ listing?

  32. If anyone of you wants to get in touch in confidence then please do as i want to take matters further. The more of you and the more information i have the better. You can contact me on deans1962@hotmail.com. Thanks.

  33. Thorn Medical PLC Joint Venture to Provide Stem Cell Cure for Baldness
    NEWS PROVIDED BY
    Thorn Medical Plc
    05 Apr, 2016, 11:27 BST
    SHARE THIS ARTICLE

    LONDON, April 5, 2016 /PRNewswire/ —

    Thorn Medical PLC (“Thorn” or the “Company”), the international healthcare group, today announces the launch of a joint venture company, “Tricogeneca Limited”, with IK Clinics Founder and Director Dr Irum Khan, which will provide stem cell treatments for baldness.

    Capitalising on Thorn Medical’s recently acquired Stem Cell Therapy and Research licence in the Bahamas, the company plans to establish its first Tricogeneca Hair Loss treatment centre in the Bahamas, with further centres being established globally.

    Jack Kaye, Thorn Medical’s CEO said: “We are delighted to establish this joint venture with Dr Khan. She has had great success in using Stem Cells for hair regrowth and we are keen to further promote this amazing breakthrough to make it available internationally, whilst carrying out further on-going development.”

    Dr Khan said: “Our initial focus has been on treating men, where we’ve had a 100% success rate and we’re now refining our techniques for curing Alopecia in women, which, although still at an early stage, has so far shown similar success.”

    Dr Khan adds: “In addition to allowing us to provide cures for baldness on a commercial scale using Thorn Medical’s Stem Cell licence and treatment facility in the Bahamas, our joint venture will give us access to their state of the art development facility to extend our Stem Cell work in Regenerative Medicine to include inflammatory and autoimmune skin diseases.

    Dr Mahmood Bashir, who heads up Thorn Medical’s Stem Cell development and treatment efforts, said: “Although current techniques are still in their infancy, with only 10% of the new hair follicles cultured remaining alive, we can culture sufficient quantities in the lab to provide a complete cure for male pattern baldness.”

    As Mr Kaye sums it up: “With our recent Stem Cell licence in the Bahamas and this new venture, male pattern baldness will soon be a thing of the past!”

    THE DIRECTORS OF THE ISSUER ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT

    Note to Editors

    Thorn Medical PLC

  34. Chris,

    Can you please request Dean, Sarah, and any others to contact me as I have shares in Thorn sold to me by Swan. I have sent Dean an email a few weeks ago but I have not received a reply, I assume my email has ended up in his Junk folder.

    I think a collective move is much better than individuals trying .

    Regards

    Jas.

  35. How can we get in touch with you please, Jas?

  36. Jas — please leave your mail details as others have.

  37. Gillian,

    Thanks for your prompt feed.

    Can you reply with your email address, and I will contact you directly.

  38. Mattmyles02@hotmail.com is mine jas. I bought shares from montroyal (jack) I’ve spoken to the police who think we may have been defrauded. The BVC CEO Paul price has been put in prison for fraud I’ve been told!

  39. @Matthew Myles – I couldn’t find anything on google about Paul Price being put in prison for fraud. Do you have a link to a news item, or any further information? I did find the FCA warning about Belmont Venture Capital though.

  40. My father has sadly invested in this company. I work in the Medical Industry and despite looking at the Thorn medical website, their financial report up to 2015 filed with Companies House and various other links on Google, I have absolutely no idea what products they actually sell. Whatever it is they don’t sell very much of them. Total sales for Thorn Medical up to 31st Dec 2015 was £1.7M with a Gross Profit of £324,000 but an operating loss of over £36 million ”primarily caused by impairment of intangible assets and goodwill” whatever that means. This company appear to be operating within the law but that doesn’t mean what they are doing isn’t shabby and sailing very close to the wind. Take a look at the list of Directors on Companies House – there have been 19 resignations in a very short period – many having been hired and resigned within a matter of months and this includes some high profile people. There is something very dodgy to all this. The advice I have given to my father is do not throw any more good money after bad. Its no wonder they weren’t able to list on the LSE. Jack Kaye is living in cloud cuckoo land if he thinks this company is in any fit state to float – or indeed he actually knew that all along but was attempting to give the impression of credibility in order to raise more money from unsuspecting investors. For a company that has done basically nothing they certainly have a lot to say and have been given some incredible coverage in mainstream press which I find unbelievable. Stem cell treatment in the Bahamas or at least talk of it is not going to help them dig themselves out of this mess. This is a hugely complex area and fraught with the possibility of litigation if it all goes wrong.

  41. Further to previous postings – Tricogeneca Ltd – the Thorn Medical fantasy hair loss stem cell company was dissolved with Companies House April 2017 without having traded. Jack Kaye should be arrested for impersonating Walter Mitty.

  42. Adding to Louise’s posts,

    Without Prejudice:

    Thorn Medical Plc has post more resignations at Companies House in resent days; Sir Eric Peacock, Lord Beaverbrook, Paul Harvey Morton, Gordon McIver Wilson and Paul Christie. Usual story, no announcement on Thorn’s website. I expect the usual dictatorship letter to shareholder from Jack Kaye to land through the letterbox at some point.

    Lord Beaverbrook and Sir Eric Peacock must explain why they have been involved in this dodgy outfit, and what action they are, or going to take against Jack Kaye’s ongoing’s?

  43. When you see names like Lord Beaverbrook it gives the impression it is an OK company..is he really involved?
    Or is it the case we have been sold bits of paper which are not really shares?

  44. David – take a look at Thorn at Companies House. Beaverbrook was a Director for a very short time. He has now resigned. Interestingly it is possible to pick up the names of every single shareholder on the Companies House website and what their holding is. Beaverbrook is also a shareholder – whether he bought them or was given them who knows but he was likely acting in good faith at the time. I think you will find it hard to find anything illegal with this company, it’s just a poor investment choice. They have given the impression of being reputable and successful however when you scratch the surface there is very little to see except a number of small turnover businesses under the Thorn umbrella and a huge £36m loss. I can’t wait to see the financial statement for 2016.

  45. Fred

    I am looking at various sources of dealers who were responsible for promoting the purchase of Thorn shares. I know one was Swan another was Falcon via Montroyal which had a letterbox address at Thorns Stanmore building. Falcon touted the shares by a man called Ray, although they did not sell the shares which were then sold by a director who owned the shares.
    Can you or anyone throw any light on this please.
    ( your last words to me were ) —- “Also, another friend who was convinced by Swan to. buy shares thought he was buying his shares from Westhouse and they were receiving the funds but he received his shares from Montroyal, Jack Kaye’s investment office. “