Talk Morgan Forums Community The Malvern Arms Current Morgan Control

Lorne,

Would you please give us some explanation about your comment : '' A large loan (during the '60s) from his then wife culminated in Peter Morgan's loss of his sole majority (in the Morgan Motor Company) and the decisions that lead to the 2019 sale '' ?

I think that many Morganeers would like to understand better the chain of events that led to the sale of 51 % of MMC shares to Invest Industrial.

Gilles from Quebec

Hi Gilles,

How ARE you?!!!! I am reading of the events the Quebec mog group has had and are planning. Please give my regards to the gang. Audrey and my time in Quebec is shortening each year. We are only there a few weeks now in the summer since we sold our Laurentian home. The gatherings are always a little before or after our stay.

My sources for the MMC saga are either from people who were there or around, many passed now. But for the public I usually point to the UK's very excellent COMPANY HOUSE information service with the codicil that private company information is not always accurate But the service saves me from giving confidential sources. These are/were sweet rather shy people. And I was in law where silence is engrained.

I enjoy this stuff. The real story of the Family and the Morgan Motor Company, at least all I know of it, is far more fascinating than historians and the Company would have us believe. That's a pity as it takes a LOT of heroes and courage (along with luck) for any family company to survive more than a century! It would make a super television series! And I was, in another life up the early 1990s, a specialist in Insolvency & Turnarounds, much like Dominique Riley, the last family appointed Chairman (2016-1019). IMHO, the roots of 2019 transaction actually began with HFS's Last Will and Testament (he passed in 1959 IIRC) There are copies around. I have one myself. But the Morgan share set-up, reflecting the loan you are inquiring about, are there from the beginning of Companies House.

Firstly, in 2019,[u] ALL the shareholders sold ALL their shares, not only 51%. There was a purposeful rumor, probably nurtured by the Company's advertising agency, that Charles Morgan had retained an interest, but that, as we all now know, was not true.

gmg

Did 100% of the shares get bought by invest industrial though?

Nick, I thought that it would be wise to change the thread title from John Sheally II. I am thinking of writing an obit of my own for him. His family was not as into Morgans as he was and I feel owe it to him. We all do. I am just not up to it right now.

Excuse the following detail, but I have no wish to be get deeply into such dry corporate stuff after this. Other history but this stuff. Corporate ownership these days is commonly a maze at all levels. Under the Charles Morgan era, the number of Morgan companies grew to no less than 15+ from the original one Peter Morgan died with. Most the new ones have been dissolved under the current regime.

I am using the publicly posted stuff from Company House only for this. I am saving you time.

Firstly, changes to British Corporate law now make the specific number of shares held harder to determine. However, one can extrapolate with a tiny bit of forensic sleuthing without the need to rely on info from private contacts. Any British corporate law types in this group are welcome to correct me. As for me, Canada follows British corporate law generally and I have consulted on a number of insolvencies in the UK when there has been a Canadian element to them. That required me to understand. Company House filings now indicate those have "having significant control" instead of share issuance. This is a British corporate term which was originally a requirement to indicate those with more than 75% of the shares but has been expanded, in practice, to include any shareholder, director or executive, regardless of shares held. (jurisprudence makes lawyers act better-safe-than-sorry). The jurisprudence follows other developed countries who other minimums. And, of course, we DO have the MMC shareholding set-up before the law changed.

To whit: In early April of 2019 ALL family era shareholders, directors and the executive resigned as persons of control. A newly incorporated company, SPORTS CARS (ENGLAND) ACQUISITIONS LIMITED,(incorporated February 2019) was simultaneously declared the sole entity having significant control with greater than 75% of the shares. No one else is declared such since. SCA's original person with significant control was Marcello Falcone, the CFO of InvestIndustrial. Falcone, the London incorporating lawyer and a French investment advisor, were replaced by Steve Morris and Colin Boden (a very competent young man hired from the MMC's ex-accounting firm about a decade ago) at the same time. Then the current CEO, Massimo Francesco Fumerola, was added. Then Steve Morris resigned in 2022 making Boden the last person left of last family era as a person "having significant control". Totally justified from this perch. He sorted the business very adroitly and eliminated a ton of gremlins. I pride myself on being able to read the minds behind financials. If he reads this, (likely), please accept my compliments on your professionalism and principles.

So SCA (England) owns and controls the newly named MMC (2018). The current MMC directors serve at the pleasure of this company and that company is owned, ultimately, by the Bonomi brothers. The brothers have been discussed here. They grew up and were educated in New York City and often act with America's Carlyle Group. Do you want me to trace the corporate ties between SCA and InvestIndustriel? It is unimportant and I would have to rely on discrete information which I am uncomfortable doing for reasons I mentioned.

SCA presently receives a management fee from the new MMC of 1,260,000 (all figures in pounds) and pays out close to a million in annual wages and benefits to its remaining two employees mentioned. This does not include last year's "Compensation for Loss of Office" of approximately 850,000, which would likely be unrelated to the purchase in 2019. This payout is good to see if one knows the payouts of key individuals during the Family era. As other their decisions have shown, these new people are very sweet. Let's wish them Merry Christmas!

gmg

Thanks for the reply. I still don't really understand but I'll read it a couple more times...

I'll give you a guess, and it is just a guess, in answer to your first para. Could it be that man gets a large loan from his wife, they subsequently divorce, man pays back the loan with shares in the company? Sounds plausible to me but could easily be completely wrong. I have no inside knowledge

As for the new owners, any link with Carlyle reminds me of the "barbarians at the gate" though I think that comment referred to KKR and not Carlyle. Carlyle are private equity.

According to the MMC Website


Which implies they've kept a few back for good measure and perhaps didn't offload all of them.

I guess that, like the traditional body shape, there a cachet to having some continued input from the family to claim .... assists with the sense of continuous history.

Lorne talks of those with 'significant control' .... a minority family block doesn't fall under this heading ... not like 20% can force a decision their way. Though in the case of a disaster it might be enough to negotiate retention of the name in return for co-operation in other areas of the wind-up. Hopefully it never comes to that ... The entries in the East African Safari does indicate people at the top who are petrolheads ... I wish the company all success!

K

Persons of Significant Control is a Companies House defined role:

Most PSCs are those who hold:
- more than 25% of shares in the company
- more than 25% of voting rights in the company
- the right to appoint or remove the majority of the board of directors

Source: https://www.gov.uk/guidance/people-with-significant-control-pscs

After H.F.S. death, the shares of the Morgan Factory were splittted between Peter Morgan and his sisters. Peter's problem then began because he did not have full control of the Company. I can`t beleive that Peter would have repeated his father's mistake in his own testament.


If Charles had to live with sisters and other family members owning a majority stake in the Company, which leaded to being ejected from CEO seat in 2013, then your guess may be right . The path of events may have been : After Peter's first wife death, her shares in the Company were splitted among her son and daughters. Charles ended with a minority stake. Some sisters inflenced by their husband tought that they could drive the Company better than him !