<p>Gents,</p>

<p>Below is my summary of the meeting John and I had with HH last week.&nbsp; These notes, a recording of the meeting (made at HH request), and HH follow-up email are saved on the site <a href="https://london-pubs.atts-systems.com/dashboard/advocacy-debate/subject/Meeting-with-HH">here</a><strong> .&nbsp; John,</strong> please edit/add as you see fit. <strong>&nbsp;</strong></p>

<p>My take:</p>

<p>HH seems to be a largely innocent player and more guilty by omission rather than orchestrated any malfeasance. He was very talkative and is happy to dig a hole for himself.</p>

<p>In short, he was clearly on a good deal (&pound;125pa) and choose to not rock the boat (ie never questioned why there were supplier payment issues, including 18months to his wife) and was asleep at the wheel. &nbsp;But he seems unaware of the wider issues .</p>

<p>At the micro level, the late salary agreement (20 Aug 2020) looks suspect and probably in cahoots with JM, and I don&rsquo;t fully believe he wasn&rsquo;t on some kickback with suppliers (we hear of lots of jollies &ndash; we should ask all suppliers for details).</p>

<p>Most importantly, I think the information he can provide can help build a case against JM, as JM seems to have kept HH (ie the board) in the dark, misrepresented the financials, failed to sign off loans etc and other failings in corporate governance.&nbsp;</p>

<p>So I think we need to keep HH on side and encourage him to divulge more details.&nbsp; I think good cop (JS) should meet him again, thank him and see if we can come to an arrangement.</p>

<p>&nbsp;</p>

<p><strong>Summary of call with HH, Westminster (held 5.30pm on 3 November -election night)</strong></p>

<p><strong>Henry&rsquo;s overall role </strong></p>

<ul>
	<li>Negotiated and agreed prices on all drinks: beer suppliers, soft drinks and small independent brewers &nbsp;
	<ul style="list-style-type:circle">
		<li>Claims that that were no retro discounts from <strong>any</strong> of the dealers &ndash; rather he preferred to see best prices directly in the immediate prices</li>
		<li>One exception: in autumn 2019, agreed an arrangement with Pernod Ricard to provide all spirits.&nbsp; Immediate cash payment of &pound;3k or (&pound;5k)
		<ul style="list-style-type:square">
			<li>We should investigate whether he did indeed get the best prices. &nbsp;&nbsp;</li>
		</ul>
		</li>
	</ul>
	</li>
	<li>Were the supplier arrangements signed off by the board:&nbsp; No</li>
	<li>He claims to have had no involvement or engagement in any aspects of the &ldquo;finances&rdquo; of any of the pubs
	<ul style="list-style-type:circle">
		<li>(He seems to ignore that this is a responsibility of a director)</li>
	</ul>
	</li>
</ul>

<p>&nbsp;</p>

<p><strong>Furlough arrangements</strong></p>

<ul>
	<li>He agreed with JM that he should go on furlough yet be topped up via payments to his own company (Jelly Machine Gun?)</li>
	<li>Unaware that this was against the rules.&nbsp;
	<ul style="list-style-type:circle">
		<li>He is still claiming monies are owed.</li>
	</ul>
	</li>
</ul>

<p><strong>Conflict of interest with wife&rsquo;s business</strong></p>

<ul>
	<li>HH employed his wife&rsquo;s company to provide spirits.</li>
	<li>However, did not minute the conflict in the board minutes</li>
	<li>Volume of business was &pound;9k &ndash;
	<ul style="list-style-type:circle">
		<li>We should confirm whether this was the final bill or the total volume. If 9k in total, the size of the conflict is immaterial, but still leverage</li>
	</ul>
	</li>
</ul>

<p>&nbsp;</p>

<p><strong>Board meetings</strong></p>

<ul>
	<li>HH joined the boards of the pubs in May 2019; Prior to that he was a consultant</li>
	<li>Board meetings where infrequent, and largely about operational reasons</li>
	<li>Claims to have attended only couple (2-3) excluding the KPH which were held monthly</li>
	<li>JM presented financials that showed that each pub were profitable (just), &nbsp;and most of the conversations were around improving operations etc.&nbsp;
	<ul style="list-style-type:circle">
		<li>From the attached summaries HH later forwarded by email, it looks like JM was sharing only the Operating Profit (ie excluding HI fees, and loan interest)</li>
		<li>I note that there is a &pound;4k pcm Head Office cost attributed to each pub</li>
	</ul>
	</li>
</ul>

<p><strong>Finances </strong></p>

<ul>
	<li>Did he sign off the accounts &ndash; No</li>
	<li>Did he know that JM had deferred the Harcourt Investment fees? No</li>
	<li>Did he ever think they were insolvent &ndash; No.&nbsp;</li>
	<li>Was he aware that the pubs were trading at significant losses and were haemorrhaging money:&nbsp; No. He thought they were profitable.&nbsp; His expectations were
	<ul style="list-style-type:circle">
		<li>Coach &ndash; profitable every year</li>
		<li>Crown &ndash; profitable every&nbsp; year.</li>
		<li>3 Cranes - just profitable</li>
		<li>Hero, Harcourt &ndash; struggle</li>
	</ul>
	</li>
	<li>Was he aware of significant loans in each of the pubs? No, until the Downing loan to KPH</li>
	<li>Were loan details discussed and signed off in the board meetings:&nbsp; Didn&rsquo;t think so</li>
	<li>Cashflow issues:&nbsp; The pubs had had cashflow issues for over 18months and were constantly deferring supplies.&nbsp; His own company had a bill paid 18months late (2018 invoice paid this summer).&nbsp; He didn&rsquo;t dig into why
	<ul style="list-style-type:circle">
		<li>Question:&nbsp; HH should probably have questioned how profitable companies had such cashflow issues</li>
	</ul>
	</li>
</ul>

<p>&nbsp;<strong>EIS</strong></p>

<ul>
	<li>HH noted that JM informed him about the EIS issue, and the importance of treating each pub separately.&nbsp;
	<ul style="list-style-type:circle">
		<li>However, it appears that this instruction was only given this year. &nbsp;</li>
	</ul>
	</li>
	<li>However, the board did discuss issues such ensuring that employees couldn&rsquo;t be transferred between pubs
	<ul style="list-style-type:circle">
		<li>We should confirm if this was minuted</li>
	</ul>
	</li>
	<li>And all suppliers had separate bills, payments arrangements&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	<ul style="list-style-type:circle">
		<li>We should confirm whether this was always the case or just this year</li>
	</ul>
	</li>
</ul>

<p><strong>Media</strong></p>

<ul>
	<li>PR &ndash; Used a marketing company to arrange the news articles.</li>
</ul>

<p><strong>Investors </strong></p>

<ul>
	<li>Was he aware that investor comms had ceased &ndash; No.&nbsp;
	<ul style="list-style-type:circle">
		<li>Not discussed in the meetings, no knowledge</li>
	</ul>
	</li>
</ul>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>===============================================================================================</p>

<p>Henry followed up with an email containing some information, reasserting his claim for TUPE and unpaid bills</p>

<p><strong>Follow-up email and notes</strong></p>

<ul>
	<li>Management accounts that JM presented to HH in the board meetings (that HH has forwarded on to us, and saved in www) do <strong>not</strong> contain Harcourt Inn fees or any information on loan interest</li>
</ul>

<ul>
	<li>They back up HH assertion in the meeting that they show the pubs are just about profitable or break-even.&nbsp;
	<ul style="list-style-type:circle">
		<li>It does look like HH was in the dark as to the true financial predicament of the pubs</li>
	</ul>
	</li>
	<li>I note the following loans were taken out after HH was a director, but which he claims no knowledge:
	<ul style="list-style-type:circle">
		<li>Hero, Downing, &pound;2.05m some time in May 2019</li>
		<li>Crown, LendInvest, &pound;1.6m May 2020</li>
	</ul>
	</li>
</ul>

<p>&nbsp;</p>

<p>=================================================================</p>

<p><strong>Henry&#39;s request to record the meeting</strong></p>

<p><strong>From:</strong> Henry Harris &lt;henryharris@me.com&gt;<br />
<strong>Sent:</strong> 03 November 2020 10:49<br />
<strong>To:</strong> John Soden &lt;soden.j@gmail.com&gt;<br />
<strong>Cc:</strong> Nick Curtis &lt;n.curtis123@btinternet.com&gt;; Stephen Nurse &lt;nurse_stephen@hotmail.com&gt;<br />
<strong>Subject:</strong> Fwd: Payroll</p>

<p>Dear John,</p>

<p>I attach below my responses(in italics) to your questions of yesterday.&nbsp;</p>

<p>&nbsp;I hope to bring someone with me to take notes on my behalf or failing that I wish to make a recording of the meeting and will then forward a copy of that recording to all present so that notes can be made up later if required.</p>

<p>Yours sincerely,</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

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