<p><strong>From:</strong> John Soden &lt;<a href="mailto:john.soden@moorgateindustries.com">john.soden@moorgateindustries.com</a>&gt;<br />
<strong>Date:</strong> 7 August 2020 at 17:51:58 BST<br />
<strong>To:</strong> Shane Gallwey &lt;<a href="mailto:shane.gallwey@guinnessfunds.com">shane.gallwey@guinnessfunds.com</a>&gt;<br />
<strong>Cc:</strong> Bridget Hallahane &lt;<a href="mailto:Bridget.Hallahane@guinnessfunds.com">Bridget.Hallahane@guinnessfunds.com</a>&gt;, Nicholas Curtis &lt;<a href="mailto:n.curtis123@btinternet.com">n.curtis123@btinternet.com</a>&gt;<br />
<strong>Subject:</strong> <strong>Re:&nbsp; The Harcourt -URGENT</strong></p>

<p>﻿ Thanks Shane,</p>

<p>Sorry to interrupt your holiday.</p>

<p>That generally makes sense and the liquidity issues in KPH and at least 2 or 3 others are critical. There are common trade creditors across the pubs and we are worried that if one goes there could be some contagion although an unsecured creditor will not be able to push anything very quickly. It is the secured creditors we need to get to quickly with sensible plans.</p>

<p>With regard to JM we are intending to take a hard line - and we are not looking just for deferral but also write off. We think we could mount pretty serious claims against him and will fight him on 6 fronts. So please don&rsquo;t rush to agree a deal with him on KPH - it needs to be a co-ordinated effort and common attack. The letter is intending to show him what will be coming his way and hopefully will encourage him towards a consensual standing down.&nbsp;</p>

<p>If you are around next week it would be good to have a detailed chat so that we all get on the same playing field and combine resources. We can also share thoughts on the operator.</p>

<p>In the Harcourt we are looking, as a starter, at seeking loans from shareholders (with appropriate incentives and priority) to provide breathing space and potentially to take out NWB. The KPH Downing loan however at &pound;3m doesn&rsquo;t leave much headroom at all on a forced sale and is a big lump of cash.</p>

<p>Let me know when you can speak.</p>

<p>Kind regards</p>

<p>John</p>

<p>&nbsp;</p>

<p>Sent from my iPad</p>

<p><br />
&nbsp;</p>

<p>On 7 Aug 2020, at 17:31, Shane Gallwey &lt;<a href="mailto:shane.gallwey@guinnessfunds.com">shane.gallwey@guinnessfunds.com</a>&gt; wrote:</p>

<p>﻿</p>

<p>Dear John,</p>

<p>&nbsp;</p>

<p>Thank you for copying me on your draft letter to James McCulloch. Bridget and I are both on holiday this week but monitoring emails and have been in touch on this.</p>

<p>&nbsp;</p>

<p>For our part, we have:</p>

<ul>
	<li>Spoken to Coutts and are looking to apply for a CBILS on behalf of Barts&nbsp;</li>
	<li>Prepared some revised forecasts to go to Coutts as part of this &ndash; we have been seeking input from management and Bridget will chase Rachel on this on Monday</li>
	<li>Requested to be added to the bank mandate</li>
	<li>Arranged a call with Downing early next week and will ask them to push back the interest payments to give us more time on this</li>
	<li>Requested that management prepare a plan to reopen on 1st September</li>
	<li>Asked our lawyers to prepare a letter to James McCulloch reminding him of his obligations as a director&nbsp;</li>
</ul>

<p>I think a reopening plan is important if we are to persuade Downing to push back interest payments. &nbsp;I agree action needs to be taken but for KPH we need to deal with cash issue. I would like to persuade James to restructure any fees owed to Harcourt (and we would restructure fees owed to Guinness).&nbsp; Without this he could potentially call in accrued fees and push the company into administration. Notwithstanding I agree a change of management is needed.&nbsp; We would however be anxious to see an experienced manager take over to avoid compounding mistakes, and we do not want to spook Downing into calling in the loan.</p>

<p>&nbsp;</p>

<p>We are expecting to hear back from HMRC re Barts EIS in the next couple of weeks.</p>

<p>&nbsp;</p>

<p>We would also like to explore an equity injection.&nbsp; Would there be any appetite from the SAG to put further funds into Barts?</p>

<p>&nbsp;</p>

<p>Kind regards</p>

<p>&nbsp;</p>

<p>Shane</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p><strong>From:</strong> John Soden &lt;<a href="mailto:john.soden@moorgateindustries.com">john.soden@moorgateindustries.com</a>&gt;<br />
<strong>Sent:</strong> 06 August 2020 18:28<br />
<strong>To:</strong> <a href="mailto:James@harcourtinns.co.uk">James@harcourtinns.co.uk</a><br />
<strong>Cc:</strong> <a href="mailto:nurse_stephen@hotmail.com">nurse_stephen@hotmail.com</a>; <a href="mailto:n.curtis123@btinternet.com">n.curtis123@btinternet.com</a>; Nicholas Stockdale &lt;<a href="mailto:nicholasstockdale@googlemail.com">nicholasstockdale@googlemail.com</a>&gt;; Stephen Phillips &lt;<a href="mailto:Stephen.Phillips@templebright.com">Stephen.Phillips@templebright.com</a>&gt;; <a href="mailto:alistair.higgins@gmail.com">alistair.higgins@gmail.com</a>; <a href="mailto:sjpmhh@gmail.com">sjpmhh@gmail.com</a>; Denis Shafranik &lt;<a href="mailto:denis@ermakgroup.com">denis@ermakgroup.com</a>&gt;; <a href="mailto:parkhouse87@btinternet.com">parkhouse87@btinternet.com</a>; &#39;John Soden&#39; &lt;<a href="mailto:soden.j@gmail.com">soden.j@gmail.com</a>&gt;; Shane Gallwey &lt;<a href="mailto:shane.gallwey@guinnessfunds.com">shane.gallwey@guinnessfunds.com</a>&gt;; <a href="mailto:Rachel@harcourtinns.co.uk">Rachel@harcourtinns.co.uk</a><br />
<strong>Subject:</strong> The Harcourt -URGENT</p>

<p>&nbsp;</p>

<p>Dear James,</p>

<p>Since you have gone to ground and are not engaging or making any attempt to resolve the management position we are not prepared to wait anymore and see continuing value destruction for which we hold you responsible.</p>

<p>&nbsp;</p>

<p>I attach a working draft of a letter to shareholders prepared by the Shareholder Action Group (SAG) to accompany the calling of a General Meeting. We are sending it to you so that you can review. If you think there are any factual inaccuracies please point them out.&nbsp; Before we launch this we are giving you and Henry an opportunity to resign from all the pubs, and negotiate the termination of the contracts and a removal of the claims against the pubs. &nbsp;Ideally this will be done consensually in a face to face meeting early next week; you had suggested you would have a proposal by then. &nbsp;But in the absence of a satisfactory response we will be sending notice to you next week to call the General Meeting and will also send this direct to shareholders at the same time.</p>

<p>&nbsp;</p>

<p>This is the first of six letters in total. We are preparing customised letters for the other pubs.</p>

<p>&nbsp;</p>

<p>This is copied to Rachel for her information and also to Shane Gallwey.</p>

<p>&nbsp;</p>

<p>John Soden</p>

<p>&nbsp;</p>

<p>&nbsp;</p>