Abbeygate...

Abbeygate Productions Ltd... Simsala Grimm 2... Filipa Ltd... Matheson Ormsby Prentice... Anglo Irish Bank Corporation... Magma European Scripting House...

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.

Dear Ralph...

Thank you for your reply which I posted here yesterday. I was happy to post it but find that many questions remain unanswered.

Here's a page from Magma European Scripting House Ltd/Magma Films own publicity material which gives some idea of the corporate complexity which creditors are trying to understand. See all of the different companies! [click to enlarge]

You see, there is no mention of Magma European Scripting House Ltd at all. And one might therefore be forgiven for thinking that Magma Films was the company group name and that the other companies were subsidiaries.

But, as you say, Magma Films is not a limited company, it is a trading name. But is it a trading name solely of Magma European Scripting House Ltd?

Of course this information (still on the Magma website today) is probably somewhat dated now. It was accurate in early 2008, which is around the time that Niko - Way to the Stars aka The Flight Before Christmas was completed.

Although the project originated in Finland I believe Magma Films/MESH Ltd had a significant co-production role on both the English language and German versions.

Am I right in thinking that Eglinton Street Productions Ltd was the Special Purpose Vehicle company through which the film utilised our Section 481 tax break? Its accounts shed some light on Irish spend and fees. [click to enlarge]

With fees like these I wouldn't have thought that the key people in the company would have had any difficulty buying shares in any Magma business. In any case, what would the shares be worth now?

You say Magma European Scripting House Ltd sold Ulysses Filmproduktion GmbH, Germany, "to the key people in 2008."

You don't say what the consideration was but perhaps you can advise me if it was greater than €50,000 and if the price took account of the value of Niko rights and merchandising in Germany which I presume were held by Ulysses Filmproduktion as German producers of the film?

Nor do you intimate that Ulysses Filmproduktion GmbH's managing director, possibly one of the "key people" to whom the company was sold, is related to you.

Ulysses, presumably, would be one of the co-producing companies to whom MESH's rights would revert were it to be wound up?

And perhaps it's worth observing too that Ulysses has a subsidiary office in Bremen which shares an address with Molten Rock Media GmbH, co-producers of the 'Jack Taylor' series.

That's the company actually founded two years ago, in 2009 according to its website, where you say you are "part time employed" although the company's website today says you are the CEO: http://moltenrock.eu/Credits.html Molten Rock Media GmbH, Feldstraße 58, 28203 Bremen, Germany. T +49 421 69 62 55 20 F +49 421 69 62 55 29 info@moltenrock.eu www.moltenrock.eu HRB 25760 Bremen USt-IdNr. DE 815104900 CEO Ralph Christians

It's possible that it is a part time position although a number of pictures like this on the internet may suggest it is a little more hands-on. [click to enlarge]

[filmecho/filmwoche 04/02/2011]

You have said that rights to the 'Jack Taylor' productions and other projects "were never in Mesh", even if they have been characterised as such by funding agencies such as the Broadcasting Authority of Ireland or MEDIA?

I don't think there's any doubt that back in 2006 the rights holder in Niko - The Way to the Stars was MESH Ltd? Certainly Eurimages credits it as follows: Way to the Stars (The) Original title : Tie Tähtiin Directed by Michael Hegner& Kari Juusonen (DK & FI) Feature Film for children Awarded: €600 000 Coproducers: ANIMAKER OY (FI) ULYSSES GMBH FILM- UNDFERNSEHPRODUKTION (DE) A FILM (DK) MAGMA EUROPEAN SCRIPTINGHOUSE (IE).

It would appear, therefore, that MESH then owned the production in two ways - firstly as Irish co-producer, and secondly through its ownership of the German co-production subsidiary.

So, how were rights in story, characters etc assigned to Magma Productions Ltd (renamed Tidal films Ltd in April of this year) so that it could apply for funding and raise Section 481 finance for Niko 2? Especially when, as you say, "in animation the back catalogue and the spin-off and remake rights have a long shelf life."

Ralph replies...

I had an email from Ralph Christians in response to my last post. I replied to him as follows -
Where a funding agency has officially noted 'Magma Films', or 'Magma European Scripting House', or 'Magma Productions' as the beneficiary of a decision then that is what I have written. This accounts for the information I have given for the BAI decision and MEDIA decisions in favour of the 'Jack Taylor' project(s).
I will add your statement that these were never MESH projects. If there is anything I have written that is inaccurate or requires a rebuttal from you then please advise me.
I think confusion has arisen because the name 'Magma Films' was the name in general usage for all your undertakings in Galway athough it may not have been the production vehicle for all of your output and, in any case, it is a business name rather than a limited company.
I appreciate what you are saying in respect of production and foreign investment over the years and, to be fair, a lot of that is from public sources of funding, including MEDIA, Film Institutes, Eurimages and public broadcasters. I also appreciate that you have been candid over the years about the viability of the production sector in Ireland.
I have written previously - without any reference to Magma - about what I believe is a fundamentally flawed business model in the industry (and not just in Ireland), in particular about how there is hardly any self-sustaining business after 18 years' State support.
I have looked into what value remains in the winding up of other companies in the business, companies with what might be termed 'back catalogues'. What I have learned is that it's one thing to have 'back catalogue' assets which are valued on the books for accounting purposes and it is quite another to find out, independently, what the rights might actually realise in the market. Almost inevitably the market price is a fraction of the accounting valuation.
Then there is the matter of charges, mortgages and debentures of one kind or another held by lending agencies, financiers and insitutions all of which have to be discharged either from earnings or by further borrowing. And any revenue that flows from rights is almost inevitably shared to greater or lesser extent with co-producers and/or co-financiers.
I would be happy to publish any response from you to these general issues, together with any clarification of the position with regard to MESH/Magma Films, its co-production partners and financiers, and the assets at the company's disposal.

To which Ralph has replied -
The situation is not so complicated.

Magma European Scripting House (MESH), with the CRO-registered trading name "Magma Films", had gathered rights (mostly on international animation series) and live action co-productions like "Foreign Exchange" for many years. All coproducers were from USA, the Nordic Countries, Benelux, France, UK and Germany and not corporately linked to MESH. Especially in animation the back catalogue and the spin-off and remake rights have a long shelf life.

Then we decided to make MESH the rights holding company and founded Magma Productions Ltd.

One of the resons was, that the MESH assets were valued by our auditors at 5 Million Euro, which gave a very high value to the company. But I wanted to introduce a social system where the key people in the company would own shares as well. This was only possible through a new company, otherwise they would have had to pay hard cash for paper value.

From then on all productions were developed and produced by Magma Productions.

Ulysses Northern Ireland is a Magma Productions subsidiary for producing in NI.

Ulysses Music Publishing Ltd is a subsidiary of MESH, because it had gathered music rights.

Ulysses Films Germany was founded by MESH eight years ago and sold to the key people in 2008.

Molten Rock Media GmbH in Germany was founded 3 years ago and is not linked to MESH or MP, I am part time employed there because of my experience in international coproductions. And every production Molten Rock has done so far brought benefit to Irish projects and employed Irish people even in Germany.

For every Section 481 operation in the last 16 years we had to found a Special Purpose Vehicle (according to Irish Revenue regulations) and we never ever had any difficulties with compliances.

Magma has contributed over 80 Million Euro to the economy in the West of Ireland, most of it market money from broadcasters and distributors, most of it foreign investment.

I wish that more companies would be so creative, pro-active and professional to get more projects done in the West on an international level with global exploitation potential. And put Ireland on the map.

Best regards
Ralph

Assets, Rights & Responsibilities

Local press in Galway has reported on a letter sent to Magma Films creditors at the end of August.

The letter was issued not long after Magma was obliged to file accounts for 2008. Had it not done so it might have been struck off by the CRO. To be clear, the company concerned is Magma European Scripting House Ltd (MESH) which trades as Magma Films. According to local press it owes creditors €5.5m and made a loss of €4.2m in 2008.

Magma Productions Ltd, a company which shared directors and an address with MESH/Magma Films, changed its name to Tidal Films Ltd back in April, about a month after creditors became aware of the extent of financial difficulties at MESH/Magma Films.

Around the same time the Irish Film Board clarified a number of loan decisions on its website, changing the recipient from Magma Films to Magma Productions. This may have been in response to queries from creditors who wondered how a company in difficulty that had not filed annual returns for three years could still be a beneficiary of loan decisions.

Apparently Magma Films was not a beneficiary of the listed decisions but the inaccuracy might well have inadvertedly given a false impression of the company's well-being.

Tidal Films Ltd (Magma Productions) is currently co-producing Niko 2 - A Family Affair with public funding support from Eurimages, MEDIA, and the Irish Film Board, among others. It is a Finnish/Danish/Irish co-production.

In addition a Section 481 vehicle company, Niko 2/Niko Film Productions Ltd, was established last month to access the tax break for Irish spend on the film, believed to include areas of animation, voice casting and recording, post-sound and original score. Budget is reportedly over €7m.

I have gone into this detail to try to bring some clarification to the confusion that may exist between interelated companies that had similar names and personnel and may have shared offices in Galway.

Indeed there are other interelated companies that may, as occasional co-producing partners outside the jurisdiction, have some bearing on the situation concerning MESH/Magma Films creditors. Ulysses in Belfast and Ulysses GMBH Film-Undfernsehproduktion in Germany, for instance, and Molten Rock also in Germany. (See some of my earlier posts on Magma for more detail).

The main point of the recent letter to creditors from company director Ralph Christians is to tell them that they stand to get nothing if a liquidator is brought in and MESH/Magma Films is wound up. This would result because, the letter maintains, rights in the company's productions would revert to its co-producers if the company were to close.

The letter claims that this is a standard clause in co-production agreements. The upshot is that creditors are being asked to waive interest on the full amount they are owed in the hopes that sales will bring in some revenue if the company is not wound up. I have heard that MESH/Magma Films did something like this previously when some people who worked on The Summer of the Flying Saucer (2007) were asked to waive some of the amount they were owed.

The letter does not state if there is or was any shared corporate relationship - directors or shareholders, for example - between MESH/Magma Films and any of its co-producing partners overseas - partners to whom some of the rights might revert.

Nor does it give an independent valuation of its rights or IP assets and, crucially, it does not detail the extent to which its assets are subject to charges arising from production loans, borrowing, etc. Nor does it state if any rights, assets, properties or shares in other companies have been disposed of by MESH/Magma Films in recent times. In fact it seems unusual that the proposal is being put to creditors without fully up-to-date accounts.

One can add to all the confusion the situation concerning projects like, say, the 'Jack Taylor' adaptations of Ken Bruen novels. The second series, currently airing on TV3 is, I believe, credited to Magma Productions (now Tidal Films) but MESH/Magma Films must have had the rights when it initially received €150,000 in funding from MEDIA (Broadcast) for the project. *(update below) Furthermore, the co-production company is Molten Rock, a related company in Bremen, Germany.

So, which Irish company holds the option and owns the rights to these Ken Bruen books and characters? And if that company were to be wound up would that mean that these rights would automatically revert to the German co-producer - a related company? And could the German company not waive the relevant clause in the co-production agreement?

And a bigger question - if intellectual property assets are commonly heavily burdened with charges and rights in them are ceded to co-producers if a production company is wound up, then surely some of the major planks and processes of public funding policy in the sector have to be re-examined?

In particular, since Magma Films and Little Bird (two of its substantial beneficiaries) have collapsed, the history of the IFB's Company Development Initiative established with Anglo Irish Bank needs to be examined before any scheme of funding is put in place to bolster production company sustainability.

*update
Under the MEDIA scheme Support for Television Broadcasting of European Audiovisual Works Magma European Scripting House received approximately €150,000 for The Guards (aka Jack Taylor) in 2009.
In November 2010 Magma Productions received €384,000 under the same scheme for Jack Taylor: The Pikemen/The Magdalen Martyrs which is the series currently running on TV3. This amount was reportedly 12.47% of the co-finance.

Round 9 of the BAI Sound & Vision fund (June, 2010) included the following decision - Jack Taylor - The Magdalen Martyrs. Magma Films. English. Drama. Contemporary. TV3. €200,000 12% (of budget); 2 x 45 mins

This information is from the officially announced funding decisions. My understanding is that most funders will only offer money to the rights holder. Where creditors would like some transparency is whether or not the rights were initially acquired or optioned in one transaction by one company.

12/Sept/2011 Ralph Christians has emailed me to say, "Magma Productions Ltd was founded seven years ago and produced shows like Paisean Faisean or the animated movie Thor or the Jack Taylor films. The rights for these projects were never in Mesh."

From the series production home page http://jacktaylorfilms.com/contacts/
MAGMA PRODUCTIONS: Clodagh Freeman, Producer,
16 Merchants Road, Galway, Ireland. Tel: +353 (0)91 569142. Fax: +353 (0)91 569148 E-mail: clodagh@magmaworld.com Web: www.magmaworld.com

MOLTEN ROCK MEDIA GmbH: Ralph Christians, Executive Producer
Feldstrasse 58, 28203 Bremen, Germany. Tel. +49 (0)421 69625522 Fax +49 (0)421 69625529 E-mail: ralph.christians@moltenrock.eu Web: www.moltenrock.eu

The full letter follows.

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BAI Sound & Vision Round 11 drama results

Announced today. Drama projects listed here by: Title, production company, language, genre, broadcaster- public or commercial, amount, max percentage of total budget. Interesting that At Swim Two Birds is with TG4.

An Bronntanas
ROSG
Irish
Drama
Contemporary Society
TG4 Public
€725,000.00 (26%)

At Swim Two Birds
Parallel Films
English
Drama
Arts/Culture
TG4 Public
€500,000.00 (8%)

In Denial
Fubar Ltd
English
Drama
Contemporary Society
TV3 Commercial
€155,000.00 (85%)

Life's A Breeze
Fastnet Films
English
Drama
Contemporary Society
Setanta Sports Commercial
€420,000.00 (21%)

Oícheanta Sí
Abú Media Teo
Bi-lingual
Drama
Arts/Culture
TG4 Public
€375,000.00 (30%)

Scup
Stirling Film and TV Productions Limited
Irish
Drama
Contemporary Society
TG4 Public
€225,000.00 (22%)

Trivia - Series 2
Grand Pictures
English
Drama
Contemporary Society
RTÉ Public
€320,000.00 (32%)