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Thorn Medical has been bought out by Teknisity Inc.

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Thorn Medical is a health care company. It was founded in July 2014 by Jack Kaye, a telecoms entrepreneur. The company was planning a £350 million flotation in 2016. In February 2016, Thorn Medical’s directors included Lord Beaverbrook, Sir Eric Peacock, and Sir John Lucas-Tooth.

Thorn Medical’s Corporate Adviser was Opus Capital Limited, a company that has appeared several times on REDD-Monitor. The company’s director, Paul Seakens, has been involved with several scam companies that sold carbon credits to retail investors.

It struck me as odd that a company with a Lord and two Sirs on its board would have a company like Opus Capital acting as its Corporate Adviser. So I sent a few questions to Thorn Medical, asking (amongst other things) about the due diligence process carried out before Opus Capital was appointed in October 2014.

Within a week, a response arrived from Henry Gewanter, Managing Director at Positive Profile Limited, who describes himself as, “the person responsible for Thorn Medical’s corporate communications”.

Gewanter told me that Opus Capital was no longer acting as adviser to Thorn Medical. Opus Capital’s name was swiftly removed from Thorn Medical’s website. And Gewanter requested that REDD-Monitor “immediately remove any mention of us from the article on your website”.

In October 2016, Thorn Medical wrote to its shareholders to tell them that the company had withdrawn its listing on the London Stock Exchange. But a company called Thorn Healthcare Inc would list on the Nasdaq in January 2017.

A company called Thorn Healthcare Inc was registered in Delaware in October 2016. But January came and went without a listing on the Nasdaq. In January 2017, Sir John Lucas-Tooth resigned from Thorn Medical. He was followed by Lord Beaverbrook and Sir Eric Peacock in May 2017.

Earlier this week, Thorn Medical sent another letter to its shareholders (available in full, below).

Enter Teknisity

A company called Teknisity Inc has bought a majority of shares in Thorn Medical. Teknisity Inc claims to be planning a listing on the New York Stock Exchange later this year.

Teknisity has an offer for the retail investors unfortunate enough to have invested in shares in Thorn Medical: to swap shares in Thorn Medical for shares in Teknisity. Teknisity tells us that a share in Teknisity is worth 2.67 times a share in Thorn Medical. There’s no explanation of how Teknisity and Thorn Medical came up with these numbers though.

So someone with 5,000 shares in Thorn Medical would receive 1,873 shares in Teknisity.

The website techisity.com was registered anonymously on 1 June 2016.

A company called Teknisity Inc was registered in Delaware on 24 May 2017.

A letter from Teknisity Inc (available in full, below) to shareholders in Thorn Medical was signed by Alan N. Bunner. But a google search for his name and Teknisity reveals nothing.

The letter explains that Teknisity Inc has bought 82% of shares in Thorn Medical.

In July 2016, Thorn Medical filed its Confirmation Statement with Companies House. It includes a list of shareholders in the company. Here are the top ten:

Shareholder Number of shares
Conformo Ltd 24,281,100
Kurdam Ltd 18,147,041
HSBC Global Custody Nominee (UK) Limited 8,533,333
Jim Nominees Limited 6,635,661
Radley Ventures Nominees 5,205,519
7289324 Canada Inc T/A Zug Business Solutions 4,000,000
Zy-Go Solutions Limited 4,000,000
Jack Kaye 4,000,000
Groadhall Ltd 3,750,000
Brahm L. Campbell 2,560,000

Of course, this list may have changed since then, but it gives an idea of the majority shareholders in Thorn Medical. These ten shareholders accounted for approximately 80% of the shares in Thorn Medical.

Jack Kaye is a director of four of these companies: Conformo Ltd, Kurdam Ltd, Zy-Go Solutions Limited, and Groadhall Ltd.

Gordon McIvor Wilson is a director of Radley Ventures Nominees and was a director of Thorn Medical until his resignation in May 2017.

I have no idea what HSBC Global Custody Nominee (UK) Limited is doing on this list. Apart from anything else, the company has filed accounts for a dormant company every year since 1988.

A company called Teknisity Ltd was registered at Companies House in the UK, in January 2016. The founding directors were George Jackson and Jack Kaye. Both are directors of Thorn Medical.

Teknisity Ltd filed its most recent Confirmation Statement in April 2017. Here are the top ten shareholders in Teknisity:

Shareholder Number of shares
Kurdam Ltd 12,638,001
Conformo Ltd 11,244,500
Krista Karania 10,000,000
Zy-Go Solutions Ltd 10,000,000
Ali Aulifuoqar 4,500,000
Bonnie Cohen 1,000,000
Zug Consultants Ltd 750,000
Nikesh Patel 500,000
Andrew Micklethwaite 300,000
George Jackson 250,000

The two biggest shareholders in both Teknisity and Thorn Medical are Kurdam and Conformo. Jack Kaye is a director of both Kurdam and Conformo.

Krista Karania, Nikesh Patel, and Andrew Micklethwaite are directors of Teknisity. George Jackson is one of the founding directors of Teknisity (he resigned after one day). Jackson and Patel are also directors of Thorn Medical.

Teknisity’s registered office is Victoria House, 18 Dalston Gardens, Stanmore, Middlesex, England, HA7 1BU. That’s the same address as Thorn Medical. And Kurdam. And Conformo. And Zy-Go Solutions. And about 500 other companies.

It’s safe to say that Teknisity Ltd is a company that is closely related to Thorn Medical. They share the same address, directors and major shareholders. Several of those major shareholders also share the same address and directors of Teknisity and Thorn Medical.

Teknisity Inc’s letter explains that Teknisity Inc has bought Teknisity Ltd.

A third letter was sent out to Teknisity Inc’s shareholders on 1 June 2017. The letter supposedly came from the US-based company that Teknisity had instructed “to lead the program in establishing that Teknisity’s company’s shares will be listed on the New York Stock Exchange Market during the last quarter of this year”.


UPDATE – 22 June 2017: The CEO of the US-based company contacted REDD-Monitor yesterday. He wrote that, “We have no agreement or have received any compensation to be involved with any part of Teknisity, Thorn Medical or any other entity associated with these companies. These companies have no authorization to use our name.”

He added that his company, “has never authorized the use of the attached letter and we would welcome the opportunity to discuss this with you. We pride ourselves in conducting our business with full regulatory and legal compliance.”

REDD-Monitor wrote to the CEO to find out more. A Thorn Medical shareholder had alerted the US-based company to the letter, and on 13 June 2017, the CEO sent a cease and desist letter to Thorn Medical and Teknisity demanding the removal of all mention of the company’s name, including the removal of the shareholders letter from Thorn Medical’s, and Teknisity’s websites.

REDD-Monitor has therefore also removed all mention of the company and the shareholder letter from this post, edited the headline, and edited the post to make clear that the US-based company is not working in any way with Thorn Medical or Teknisity.


If you’re a shareholder in Thorn Medical, Teknisity’s Acceptance Offer includes a useful piece of advice:

If you are unsure of any matter regarding this exchange, you should seek independent financial advice.

I’d also suggest contacting Action Fraud, the Financial Conduct Authority, and the U.S. Securities and Exchange Commission.
 

 

 

 

12th June 2017

Dear Shareholder

Teknisity Inc

Following on from the restructuring of Thorn Medical to a Limited company, I am pleased to advise that Teknisity Inc have acquired a controlling interest in the company by way of private placement exchange of shares with a number of major Thorn Medical shareholders.

Teknisity Inc is listing its securities on the New York Stock Exchange during the last quarter of this year, and the exchange of shares will give existing Thorn Medical shareholders the ability to hold quoted tradable securities, which is something we (the board) have been trying to achieve for some considerable time, which despite everyone’s best efforts and the expenditure of a great deal of money has not to date come to fruition.

The board and our major shareholders, see this as the best way forward for all shareholders to benefit from a listing. Teknisity’s offer of a share exchange values the Thorn Medical shares at £3.00p per share.

Teknisity will be offering shareholders individually, identical share swap terms. An offer letter is attached, along with full details and supporting documentation setting out Teknisity’s listing plans and the professional firms carrying out the listing process. Of course, there is no obligation on any existing Thorn shareholder to swap their Thorn shares for Teknisity Inc shares, but for those that choose to remain as Thorn shareholders, they will have a minotiry shareholding in a company which in itself, will not list its securities on any public exchange.

We recommend acceptance of the Teknisity Inc offer, which closes on the 21st July 2017. Any Shareholder queries should be emailed to shareholder@thornmedical.com or by post to the address below.

Yours sincerely

 

June 12th 2017

Dear Thorn Medical Shareholder,

Acquisition offer to purchase your Thorn Medical shareholding

We are please to advise that following discussions with a number of majority Thorn Medical shareholders and the Thorn Medical Board of Directors, we have irrevocable commitments to date to acquire 82% of the issued share capital of the company, thereby giving us controlling interest in Thorn Medical.

We hereby make the same offer to you as has been agreed with the above shareholders and is as follows. Thorn shareholders will exchange their Thorn Medical shares for shares in Teknisity Inc based on the following formulae:-

a) Thorn Shares being valued at £3.00p per share
b) Teknisity Inc shares being valued at $10 per share
c) Conversion rate $/£ $1.25 = £1

This mean you would receive 1 (One) Teknisity Inc share for every 2.67 (Two Point Six Seven) Thorn Medical shares, rounded up to the nearest whole share.

So for example, if you own 5,000 Thorn Medical shares, you would receive in a share swap 1,873 Teknisity Inc shares. These shares will carry full dividend and full voting rights. Teknisity only has one class of share.

Teknisity Inc plan a listing on the New York Stock Exchange during the last quarter of 2017, and to this end please find attached details of the listing process and a letter from , who are putting our listing process together and running the application to list together with organising a substantial Pre-IPO fund raise.

The company has already acquired its UK namesake Teknisity Ltd which specializes in Medical hardware and bringing the group assets of Thorn into the company further strengthens the product range and product development. Teknisity also have several further acquisitions and distribution agreements to complete over the coming months and we hope that you will give due consideration to our offer.

Please note that this offer closes on Friday 21st July. A form of acceptance is attached upon receipt of which transfer of shares will be actioned. We expect that whole share transfer process to complete by the 2nd week of August 2017. If you have any queries please contact shareholder@thornmedical.com in the first instance.

 

Acceptance of Offer

Further to the offer letter from Teknisity Inc dated the 12th June 2017, I/We are please to accept the offer as set out, namely:

That I/we agree to exchange our Thorn Medical Plc shares for Teknisity Inc shares based on the following formulae:

a) Thorn Shares being valued at £3.00p per share

b) Teknisity Inc shares being valued at $10 per share

c) Conversion rate $/£ $1.25 = £1

This means you would receive 1 (One) Teknisity Inc share for every 2.67 (Two Point Six Seven) Thorn Medical shares, rounded up to the nearest whole share.

So for example, if you own 5,000 Thorn Medical shares, you would receive in a share swap 1,973 Teknisity Inc shares. These shares will carry full dividend and full voting rights.

Teknisity only has one class of share.

Please sign your acceptance below and return this form by email to shareholder@thornmedical.com or by post to Thorn Medical Plc, Victoria House, 18 Dalston Gardens, Stanmore, Middlesex, HA7 1BU before the offer closes on the 21st July 2017.

If you are unsure of any matter regarding this exchange, you should seek independent financial advice.

On receipt of this signed and completed acceptance, we will organise the transfer papers which will be sent to you for signature and completion.

 

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Leave a Reply

  1. Chris, what are your thoughts on the offer. I have already filed reports with Action Fraud and FCA, both of which have not led to me getting my investment back, so anything else from here, doesn’t really make a difference.

  2. @Jay – At the end of the article I point out that Teknisity suggests you should get independent financial advice. I think that’s a good idea. I am neither a financial adviser nor a legal expert.