It would probably take a conference call with a producer, an accountant, a lawyer and the Revenue Commissioners to work this out. Even then I suspect I wouldn't quite grasp if what follows is standard procedure or somewhat unusual. So don't be shy if you can shed some light on what seems to be an unecessarily opaque area of production financing.
Abbeygate Productions Ltd is a company that was set up in October 2007. It is, I believe, a 'Special Purpose Vehicle' company established as the Section 481 funding mechanism for Simsala Grimm II, a 26x26min animation series for TV to be co-produced by Magma Films with Millimages in France and Greenlight Media in Germany. This is the relevant, over-riding clause in the company's Memorandum of Association. [click to enlarge]
Generally a 'Special Purpose Vehicle' company has a relatively short lifespan. The Section 481 funding is raised and managed by the banking, accounting and legal fraternity, released to the production and spent on Irish goods and services. The project wraps and meets delivery criteria and regulatory compliance and then the SPV company is neatly wound up, usually not too long afterwards.
Filipa Limited is a non-trading company established in 1997 to act as a nominee in respect of 'Special Purpose Vehicle' companies for which it held shares. I believe the value of the shares corresponds to amounts raised through Section 481, and the individual shares in the listing below are given a cost of €2.00 each.
Filipa was based at the legal firm Matheson Ormsby Prentice. Here is a listing of Filipa's nominee share holdings as of 31 December 2008. It is a sizeable proportion of Irish film and TV production over a twelve month period and the total cost of the shares listed is very considerable. It comes to €82,812,002 - or let's just call it €83m.
[click to enlarge]
There's a lot of interesting information here that doesn't often come into the public domain. You'll see that the last entry in the list is Simsala Grimm Ltd but since there is no record of a company of that name, and since the number of shares corresponds with that later filed by Abbeygate Productions Ltd, and since MOP has filed much of the documentation for Abbeygate with the CRO I am of the belief that this is what became Abbeygate Productions Ltd but that the name was not updated in this Filipa filing.
I am also of the belief that the projects listed were all facilitated by Anglo Irish Bank in raising Section 481 finance. This is lent credence because Filipa Ltd is named in the schedule (ref 255) attached to S.I. No. 15 of 2010 ETHICS IN PUBLIC OFFICE (PRESCRIBED PUBLIC BODIES, DESIGNATED DIRECTORSHIPS OF PUBLIC BODIES AND DESIGNATED POSITIONS IN PUBLIC BODIES) (AMENDMENT) REGULATIONS 2010. *
Filipa Ltd is listed in the schedule among the many subsidiaries of Anglo Irish Bank Corporation Ltd which (as we are unlikely to forget) had been taken into public ownership by that time. It may be in this context that Ernst & Young resigned as auditors to Filipa Ltd on 16 March 2010.
The listing of Filipa nominee share holdings for Simsala Grimm (sic) is 1,229,739 shares at a total cost of €2,459,478. This you would expect is the Section 481 financing mechanism to be utilised in the Irish spend on Simsala Grimm II.
You would then expect the SPV company, Abbeygate Productions Ltd, to be neatly wound up and consigned to the dusty archives. What you might not expect - and what I find hard to understand - is a Statutory Declaration filed with the CRO dated as recently as January, 2011 as follows... [click to enlarge]
This may well be standard procedure, tell me if it is. But given the state of finances at Magma European Scripting House Ltd it seems potentially problematic, particularly since the company's most recent annual accounts were for 2007.
Within a couple of months Magma European Scripting House Ltd/Magma Films had called a creditors meeting for March 18 and the extent (if not the detail) of its difficulties became more generally known. If this in-house, inter-company transaction was underway at the time (and not due to be concluded until after July 31st) might that be why Magma Films' creditors have yet to receive a detailed account of the company's affairs?
You will note that the number of Non-Voting Ordinary Shares in Abbeygate to be redeemed via the arangement with Magma European Scripting House Ltd is 1,229,739, the exact number of shares in the Filipa listing for Simsala Grimm. Perhaps this is the usual way in which ownership in a project is vested back in the producing company. Although in this case the company has debts of millions of euro, including debts to Anglo Irish Bank and the Revenue.
As I mentioned earlier, Magma European Scripting House Ltd/Magma Films was the Irish co-producer on Simsala Grimm 2 with Millimages in France and Greenlight Media in Germany. Irish co-production on European animation (where the Irish party has not originated the project) tends to be concerned primarily with producing the English language version. I wonder what the Irish spend on this project amounted to and why it took so long to complete.
Something must have concerned one of the co-production partners, Millimages, because it registered a charge against Magma European Scripting House Ltd in September 2009. This was the 22nd charge registered against the company at that time. [click to enlarge]
* Thanks to Gavin Sheridan at TheStory.ie for this source.
2 comments:
Very interesting article. Unfortunately, the first image that you link to doesn't seem to work. Would you mind putting it up in text form as well?
I think that's fixed now. I prefer where possible to put up jpeg copies of documents as it avoids the possibilty of transcription error.
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