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Companies controlled by the Tchenguiz family trust.

Please feel free to download this document as PDF or link to the article. If you choose to republish the information below, quote from this article or

host this document elsewhere we ask that you provide a link back to this page for the latest version of the document.

Introduction This document sets out to detail many of the companies listed as being ultimately controlled by the Trustees of the Tchenguiz family Trust

i. The

document concentrates on the part of the organisation predominantly trading in the residential and retirement leasehold sectors. The part of the group which deals with the pub restaurant sector is briefly mentioned at the end of the document.

This document has been prepared based on

1. accounts submitted to Companies House

2. company reports produced by companysearchesmadesimple

3. Tchenguiz controlled company website statements

4. Press reports

This document does not attempt to make any claims or comment on the merits of the structure or provide detail of the directors in each of the

companies. Examination of Companies House records show that several individuals hold multiple directorships across a number of companies within

the group.

Contents Introduction ................................................................................................................................................................................................. 1

Why does it matter ...................................................................................................................................................................................... 5

The group complexity ................................................................................................................................................................................. 6

Other web sites which may contain information about the Tchenguiz group ....................................................................................... 9

Company Listing ....................................................................................................................................................................................... 10

DISCLAIMER.............................................................................................................................................................................................. 22

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Companies controlled by the Tchenguiz family trust.

Please feel free to download this document as a PDF or link to this article. If you choose to republish the information below, quote from this article or

host this document elsewhere we ask that you provide a link back to this page.

Introduction

This document sets out to detail many of the companies listed as being ultimately controlled by the Trustees of the Tchenguiz family Trust [i]. The

document concentrates on the part of the organisation predominantly trading in the residential and retirement leasehold sectors. The part of the group

which deals with the pub restaurant sector is briefly mentioned at the end of the document.

This document has been prepared based on

1. accounts submitted to Companies House

2. company reports produced by companysearchesmadesimple

3. Tchenguiz controlled company website statements

4. Press reports

This document does not attempt to make any claims or comment on the merits of the structure or provide detail of the directors in each of the

companies. Examination of Companies House records show that several individuals hold multiple directorships across a number of companies within

the group.

March 29th 2011 update. What Next?

The various Peverel named companies which changed to Aztec in early March have change again. Peverel Properties changed to Aztec GR Properties

Ltd on 1/3/11 and is now called Proxima GR Properties Ltd as of the 24/3/11. We will leave most of the Aztec list below just in case they change again.

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March 20th 2011 update

Peverel Properties Ltd changed its name on 1st March to Fairhold Properties then on the same day it changed to Aztec GR Properties Ltd. (Many

thanks to the person who spotted this change)

The newly named Aztec GR Properties Ltd 2009 accounts state under it's old name "Peverel Properties Ltd or one of it subsidiaries owed Peverel

Group Ltd or one of its subsidiaries £595,559,697.00. This is considered to be interest free".

Also Peverel Property Onwership renamed Aztec Property Ownership 1/3/11 with various other Peverel named companies in this section of the group

moving to the Aztec name on the 1/3/11 or 9/3/11.

March 14th 2011 update

It is reported in the Financial Times today that various Peverel related holding companies have going into administration. The administrators have

advised this will have no impact on the operating company subsidiaries. We have updated below those companies listed as being in administration with

Zolfo Cooper.

The Administrator Zolfo Cooper has provided a series of FAQ for worried leaseholders including

What exactly is in administration?

A: The following holding companies are in administration: Peverel Group Limited, Peverel Limited, Aztec Opco Developments Limited and Aztec

Acquisitions Limited. The group’s operating companies, which are all the businesses within Peverel Property Management, Peverel Retirement

Division and Peverel Building Technologies are unaffected by the administration. Therefore, all services for residents, customers and landlords will

continue to be provided as normal.

Peverel have also provided a statement Peverel statement which again confirms the operating companies are not affected.

However, it should be noted from the accounts that the holding companies also trade as part of the overall group. Companies like Peverel Limited state

they have 142 direct emplyees. The accounts also indicate that some of the directors emoluments for the operating companies were paid from the

holding company Peverel Ltd.

March 6th 2011 update

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Several of Tchenguiz group companies‟ have now files their 2009 accounts and the results seem to fall into three categories.

1) Companies indicating they are now owned by companies held by the receiver Grant Thornton as at 16th

Feb 2009. 2) Companies which reference actual or potential higher interest payments on a “cross collateralised borrowings, totalling

£116,000,000” following the termination of fixed interest debt. The FT reported in January on Meryll Lynch's proposed debt for equity swap with Peverel linked to what they stated was a “£100m of debt behind Peverel” .

3) Companies in the group showing no change.

A recent article in the Guardian looks into the current changes. Tchenguiz Structure.

Group 1: Example of 2009 Accounts showing assets held by the receiver

Examples of references to this issue are included in accounts for Fairhold Holdings, Fairhold holdings 2008 (Q1), Fairhold Holdings (2003), Fairhold Athena, Fairhold Holdings No.4 (RPI), Fairhold Holdings (2005). Taking the latter as an example of what appears to be standard wording. On page 10 of the Fairhold Holdings (2005) 2009 accounts under the section on “going concern” it states that: “On 31

st March 2008 the shares in the company's own shareholders were pledged as security against the financial liability of a

related party, Oscattelo Investments Ltd.”

Note: The shares in the company‟s own shareholders is taken to mean it's parent company which owns a number of other group companies such as those mentioned above. Oscatello Investments is a BVI based company See Guardian article published in 2009.

“These liabilities were called on 10th

December 2008 and on 16th

February 2009 Grant Thornton UK LLP and Grant Thornton (British Virgin Islands) Limited were appointed as joint Law of Property Act receivers in respect of the pledged shares”. Ref: Law of : Property Act The paragraph goes on to state: should the shares held by the receiver be released this action would “constitute a change of control of the group and this would constitute an event of default in respect of the groups borrowings from its principle lender”.

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The Guardian states in its article 13th

Feb 2011 “According to court papers filed by TFT trustees” that “has already triggered various events of default”. The Guardian lists the main banks as: “Deutsche Bank, Bank of Scotland (now part of Lloyds Banking Group), Merrill Lynch, BayernLB and Allied Irish Banks (UK).”

Group 2: Companies referencing the £116,600,000 borrowings.

Under note 1 (Going Concern) of their accounts Peverel Ltd state: “On 31

st March 2008, shares in one of the companies

intermediate offshore holding companies were pledged as security to secure the financial liabilities of a related party” It goes on to state: “On 10 December 2008, breaches occurred in the loan covenants of this related party. Negotiations are in hand regarding settlement of the related parties financial liabilities covered by the pledged security” The accounts record: should the negotiations fail “the principle effects should are that the companies cross collateralised borrowings, totalling £116,600,000 at the year end, could become immediately payable together with additional costs of £15,842,934 which arose in respect of the termination of the interest rate agreements that fixed the interest rates on the loan” In the Peverel accounts it also states. “Included in the amounts due from related parties is a subordinated loan of £595,516,279 (2008 £590,103,254) with is deemed to be interest free and repayable on demand, subject to the terms of the subordination deed. The latter states that no repayment of the subordinated loan may be made until the financing advanced to the related party group by third parties is repaid in full.”

Group 3: Companies in the group showing no change

Companies including Estates and Management and Interphone have no references the above issues. Others in the group include Aztec Property Topco. Note 17 of Aztec Property Topco‟s accounts states “As at December 2009 Aztec Property Topco Ltd and is subsidiaries owed Aztec Acquisitions Ltd or one of its subsidiaries £595,479,505 (2008 £591,958,792). This is interest free”

Why does it matter

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1) One of the main reasons why leaseholders need to know about the structure of this group is to be aware if the managing agent is complying

with regulation 7.4 of the RICS Service Charge Residential Management Code. This regulation obliges the managing agent to obtain at least two estimates for qualifying works "at least one of which must be from a firm wholly unconnected with you or the landlord". Clearly if leaseholders do not know which companies are related to a landlord or managing agent there is no way they can know if regulation 7.4 is

being correctly applied.

2) International Standard on Auditing (ISA) 550, “Related Parties” advises. That “the nature of related party relationships and

transactions may, in some circumstances, give rise to higher risks of material misstatement of the financial statements” ISA 500 sets out three examples where “circumstances, give rise to higher risks of material misstatement of the financial statements than transactions with unrelated parties”

Related parties may operate through an extensive and complex range of relationships and structures, with a corresponding increase in the complexity of related party transactions. Information systems may be ineffective at identifying or summarizing transactions and outstanding balances between an entity and its related parties. Related party transactions may not be conducted under normal market terms and conditions; for example, some related party transactions may be conducted with no exchange of consideration.

The code goes on to state “In addition, an understanding of the entity‟s related party relationships and transactions is relevant to the auditor‟s evaluation of whether one or more fraud risk factors are present as required by ISA 240, because fraud may be more easily committed through related parties.”

The group complexity Trying to understand the labyrinthine structure of the 380+ companies which sit below the six overall group companies which fall under the control of the Tchenguiz family trust is made more complicated due to the constantly changing nature of the business. To our understanding the group does not to publish an overall organisation chart. Any study of the group is made more difficult because:

(a) The names of key companies within the group have sometimes been changed.

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Examples 1) Peverel OM Ltd changed their name to OM Property Management Ltd on 4

th March 2010

ii. (line 37)

2) Cirrus Careline Ltd changed their name to Carline UK Monitoring Ltd

iii (line 38)

(b) Sometimes trade names rather than the name of the limited company to which the income accrues are used.

Examples 1) OM Property Management Ltd also trade under the name 'Consort Property Management'. Their web sites states “Consort

Property Management is a trading division of OM Property Management Limited. A Peverel Group company.”

2) “Sonata Insurance Services Limited (line 229) trading as Kingsborough Insurance Services”iv (line 30)

(c) Sometimes trade names are used which are the same as or very similar to the names of other non trading subsidiaries within

the group. Examples 1) Peverel Management Service Ltd (line 9) provides property management to the retirement element of the business. Their web site

states “Peverel Management Services Limited trading as Peverel Retirement.” At the same time on (line 48) Peverel Retirement Ltd last submitted accounts to Companies House stating that they were “accounts of a dormant company made up to 31/12/09”.

2) The Peverel Group's web site refers to all the property management companies as being part of the “Peverel Property

Management Group”. At the same time Peverel Property Management Ltd (line 45) last submitted accounts to Companies House stating that they were “accounts of a dormant company made up to 31/12/09”.

NOTE The accounts indicate that ownership of many of the property management groups sit under the group company Peverel Limited (line 8) which

then sits under the control of Peverel Group Ltd ( (line 6).

d) Movement of trading activities from one subsidiary within the group to another.

Examples

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1) In April 2010 the sites managed by County Estate Management Ltd (line 231) were moved to relatedv property management

companies within the group including 'Consort Property Management'. 2) The Solitaire web site

vi states “Solitaire Property Management We are shortly changing our name to OM Property Management”

(line 231)

e) The late provision of information to Companies House.

Example County Estate Management Ltd (line 231) accounts ending 31

st December 2007 were not submitted until 1

st March 2010. This is more

concerning due to the contents of Note 1.1vii

to the accounts. The accounts are not qualified and the directors confirm that “No adjustments have been made to the financial statements that would be necessary were the going concern basis to be inappropriate.” However the same note also contains comments which included the following: “However, should there be a worsening of the company‟s working capital requirement beyond what is currently envisaged as necessary the company may not have sufficient resources to continue in operational existence. In the opinion of the directors these factors amount to a material uncertainty that may cast doubt over the company‟s ability to continue as a going concern.”

f) The use of the term “the Consensus Business Group”.

The group often refers to itself as being part of the “Consensus Business Group”, for example on this link where a “Consensus”

representative talked about „Peverel Retirement‟.

The press continue to report Consensus as being a key company within the overall group. On 7th December 2010 Moneylife reports

“For Tchenguiz, environment is a property he can develop, trade and sell to companies and governments. Consensus spends more than £20 million a month on its environmental portfolio, which has more than 200 companies, joint ventures and funds” On the Consensus Business Group web site the contact us page does not make clear whether this is Consensus Business Group Ltd site or if this site represents the interests of the various group companies as seems to be implied by the rest of the sites content. Companies House records show the Consensus Business Group Ltd (line 242)

viii has filed abbreviated small company accounts for a

number of years. To do this a company must fall below certain thresholds including a turnover of less than £6.5 million. The 2010 accounts also show no fixed asset investments and no employees, a balance sheet total of (£89,999)

ix

NOTE No claim is made that there is anything wrong with the above practices. We state only as a matter of fact that such a structure has made examination a very complicated process. Even at the end of this analysis we are still unclear on the exact role and size of the “Consensus Business Group”.

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Other web sites which may contain information about the Tchenguiz

group

The Peverel Group are reported as controlling 85% the private retirement management sector. This sector has been the subject of an OFT investigation into exit fees and has been criticised by the lobby group CARLEX who have campaigned against both exit fees and the service

charges levied by companies including 'Peverel Retirement'.

In the residential leasehold sector, web sites such as the truth about solitaire lobby against the quality of service and charges levied by Solitaire and

other property management companies within the Peverel group. Given the imminent change in name from Solitaire to OM Property Management (see above) this lobby group is due to change its name also. Listed below is the full listing of companies we believe fall within the group. Intermixed with the property management, ground rent and insurance companies are a whole series of headlease and freehold ownership companies.

Company structure of the residential and retirement part of the

Tchenguiz group

There appear to be at least six companies which represent the ultimate ownership of the various operating subsidiaries. These six companies are believed to be registered offshore hence their accounts are not filed at Companies House and we cannot see directly who controls them. However a review of published accounts of a number of the UK based operating subsidiaries shows that ultimate control rests with the trustees of the Tchenguiz family trust.

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It is believed that the six companies and their subsidiaries represent the mainly residential and retirement sectors plus other investment projects within the organisation. This part of the group is normally reported as being overseen by Vincent Tchenguiz. 1) Euro Investments Overseas Incorporated - registered in the British Virgin Islands BVI (line 2)

1a) Ferzella Investments Limited registered in BVI owned by Euro Investments Overseas( line 379) 2) Aztec Opco (no.2) Limited. (line 215)

x

3) Amora Limited (line 239) 4) Sunnymist Limited (line 249) 5) Euro Investments Inc (line 341)

6) Wiskay Limited (line 359)

Company Listing

Colour code key companies in the residential sector key companies in the retirement sector key companies working in both the retirement and residential sectors

1. TCHENGUIZ FAMILY TRUST

2. 1) EURO INVESTMENTS OVERSEAS INC VIRGIN ISL. 3. SILVERSILK INVESTMENTS LIMITED VIRGIN ISL

4. AZTEC OPCO DEVELOPMENTS LIMITED 14/3/11 reported as in ADMINISTRATION

5. AZTEC ACQUISITIONS LIMITED 14/3/11 reported as in ADMINISTRATION

6. PEVEREL GROUP LIMITED 14/3/11 reported as in ADMINISTRATION 7. EMPLOYCASTLE LIMITED

8. PEVEREL LIMITED 9. PEVEREL MANAGEMENT SERVICES LIMITED (trading as Peverel Retirement) 10. BALFOUR HOMES MANAGEMENT LIMITED 11. PEMBERTONS RESIDENTIAL LIMITED 12. KING GEORGE COURT MANAGEMENT LIMITED 13. RENAISSANCE MANAGEMENT SERVICES LIMITED 14. PEVEREL SCOTLAND LIMITED

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15. RETIREMENT HOMESEARCH LIMITED 16. PEMBERTONS MAINTENANCE TRUSTEES (ALDFORD HOUSE) LIMITED 17. CAVENDISH MANAGEMENT (NORWICH) LIMITED 18. MERIDIAN RETIREMENT HOUSING SERVICES LIMITED 19. MERIDIAN PROPERTY GROUP LIMITED 20. MERIDIAN RETIREMENT HOMES LIMITED 21. RETIREMENT CARE (SOUTHERN) LIMITED 22. R.C. (HOLDINGS) LIMITED 23. PEVEREL BUILDING TECHNOLOGIES LIMITED 24. PEVEREL REAL ESTATE LIMITED 25. EDGEWOOD RETIREMENT DEVELOPMENTS LIMITED 26. RETIREMENT CARE LIMITED 27. FERNDALE RETIREMENT MANAGEMENT LIMITED 28. BROOK FARM COURT MANAGEMENT LIMITED 29. RETIREMENT MARKETING SERVICES LIMITED 30. KINGSBOROUGH INSURANCE SERVICES LIMITED 31. PEVEREL GENERAL CP LIMITED 32. FLATLAUNCH LIMITED 33. PEVEREL OPERATIONS PD LIMITED 34. PEVEREL HMF LIMITED 35. MERIDIAN NEW HOMES LIMITED 36. OM NOMINEE SERVICES LIMITED 37. OM PROPERTY MANAGEMENT LIMITED (Also trades as Consort Property Mgmt) 38. CARELINE UK MONITORING LIMITED 39. CIRRUS COMMUNICATION SYSTEMS LIMITED 40. PEVEREL CIRRUS LIMITED 41. INSTANT FIRE PROTECTION LIMITED 42. PEVEREL FREEHOLDS NO.2 LIMITED 43. PEVEREL INVESTMENT PROPERTIES LIMITED 44. MACLAREN MANAGEMENT SERVICES LIMITED 45. PEVEREL PROPERTY MANAGEMENT LIMITED 46. PEVEREL PROPERTY SERVICES LIMITED 47. PEGASUS COURT CHELTENHAM (MANAGEMENT) LIMITED 48. PEVEREL RETIREMENT LIMITED (last accounts show it as a dormant company) 49. SOLITAIRE PROPERTY MANAGEMENT COMPANY LIMITED

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50. PEGASUS COURT (BOURTON-ON-THE-WATER) MANAGEMENT LIMITED 51. PEGASUS COURT (BARNWOOD) MANAGEMENT LIMITED 52. PEGASUS COURT (FLEET) MANAGEMENT LIMITED 53. PEGASUS COURT (BROADWAY) MANAGEMENT LIMITED 54. PEGASUS COURT (PAIGNTON) MANAGEMENT LIMITED 55. PEGASUS COURT MANAGEMENT LIMITED 56. PEGASUS THAMESNORTH MANAGEMENT LIMITED 57. ADVENTINO LIMITED VIRGIN ISL

58. FAIRHOLD HOLDINGS NO.3 (RPI) LIMITED 59. BRADPASS LIMITED 60. FAIRHOLD HOLDINGS NO. 3 (APPTS) LIMITED 61. RQ BLOCKS E AND F LIMITED 62. FAIRHOLD HOLDINGS NO. 3 (HOUSES) LIMITED 63. CANARY SOUTH (GROUND RENTS) LIMITED 64. HOUSE FREEHOLDS LIMITED 65. FREEHOLD PROPERTIES 28 LIMITED 66. FREEHOLD PROPERTIES 30 LIMITED 67. AVONBRAID LIMITED 68. FELLWAY LIMITED 69. ALTRACIA LTD VIRGIN ISL 70. IRONHOME LIMITED 71. CHALENTINA LIMITED VIRGIN ISL 72. FAIRHOLD HOMES INVESTMENT (NO.13) LIMITED 73. FAIRHOLD HOMES (NO. 16) LIMITED 74. LITTONACE (NO. 11) LIMITED 75. CLASSIRA LIMITED VIRGIN ISL 76. FAIRHOLD HOLDINGS (2008 Q4A) LIMITED 77. CORALWAY PROPERTIES LIMITED VIRGIN ISL 78. FAIRHOLD HOMES INVESTMENT (NO.16) AL LIMITED 79. FAIRHOLD HOMES (NO. 19) LIMITED 80. DIORAMA INVESTMENTS LIMITED VIRGIN ISL 81. FAIRHOLD HOMES INVESTMENT (NO.17) LIMITED 82. LITTONACE (NO. 14) LIMITED 83. FAIRHOLD HOMES (NO. 20) LIMITED 84. EVANELLE LTD VIRGIN ISL

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85. LINECROFT LIMITED 86. FAIRHOLD FINANCE HOLDINGS LIMITED VIRGIN ISL 87. FAIRHOLD FINANCE LIMITED 88. FAIRHOLD HOMES (NO.6) LIMITED 89. FAIRHOLD HOMES (NO.7) LIMITED 90. FAIRHOLD HOMES (NO.8) LIMITED 91. FAIRHOLD HOMES (NO.9) LIMITED 92. FAIRHOLD HOMES (NO.3) LIMITED 93. MEDIABASIC LIMITED 94. FAIRHOLD HOMES (NO. 13) LIMITED 95. LITTONACE (NO. 10) LIMITED 96. LITTONACE (NO.8) LIMITED 97. FAIRHOLD HOMES (NO.5) LIMITED 98. FAIRHOLD HAVEN LIMITED 99. FAIRHOLD HOMES (NO.10) LIMITED 100. FAIRHOLD HOMES (NO.11) LIMITED 101. FAIRHOLD HOMES (NO. 14) LIMITED 102. LITTONACE (NO.2) LIMITED 103. FAIRHOLD HOMES INVESTMENT (NO.5) LIMITED 104. FAIRHOLD HOMES INVESTMENT (NO.6) LIMITED 105. LITTONACE (NO.5) LIMITED 106. FAIRHOLD HOMES (NO. 15) LIMITED 107. FAIRHOLD HOMES INVESTMENT (NO. 7) LIMITED 108. FAIRHOLD HOMES INVESTMENT (NO.8) LIMITED 109. LITTONACE (NO. 7) LIMITED 110. LITTONACE HMF LIMITED 111. FAIRHOLD HOMES INVESTMENT (NO.11) LIMITED 112. LITTONACE (NO.9) LIMITED 113. FAIRHOLD HOMES INVESTMENT (NO.12) LIMITED 114. LITTONACE HMF NO.2 LIMITED 115. FAIRHOLD HOMES (NO.4) LIMITED 116. FAIRHOLD HOMES INVESTMENT (NO.2) LIMITED 117. FAIRHOLD HOMES INVESTMENT (NO.3) LIMITED 118. LITTONACE (NO.3) LIMITED 119. LITTONACE (NO.4) LIMITED

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120. LITTONACE (NO. 6) LIMITED 121. FAIRHOLD PROPERTIES NO. 6 LIMITED 122. FRANTINO LIMITED VIRGIN ISL 123. FAIRHOLD HOLDINGS (2006) RPI LIMITED 124. DENTBERG LIMITED 125. FAIRHOLD HOLDINGS (2006) HOUSES LIMITED 126. CAMPBACK LIMITED 127. GOLDEN MIST LIMITED VIRGIN ISL

128. FREDDIE 2009 LIMITED 129. FAIRHOLD HOLDINGS (2006) APPTS LTD 130. FAIRHOLD (YORKSHIRE) LIMITED 131. GROUND RENT GROUP LIMITED 132. FAIRHOLD KEW LIMITED 133. WENGHOLD LIMITED 134. ACTIONLEAGUE LIMITED 135. AURO PROPERTIES LIMITED 136. FAIRHOLD NW LIMITED 137. LABYRINTH ESTATES LIMITED 138. GOLDEN TRUST LTD VIRGIN ISL

139. JASMINA HOLDINGS LIMITED VIRGIN ISL 140. FAIRHOLD HOMES INVESTMENT (NO. 14) LIMITED 141. FAIRHOLD HOMES (NO. 17) LIMITED 142. LITTONACE (NO. 12) LIMITED 143. MOORMEAD PROPERTY HOLDINGS LTD BAHAMAS

144. FAIRHOLD HOLDINGS LIMITED 145. OWNERS PROVIDENT LIMITED 146. FAIRHOLD LIMITED 147. DEWGIFT LIMITED 148. TYRECARD LIMITED 149. DEVON CHALETS LIMITED 150. SIDEWALK PROPERTIES LIMITED 151. TILEBOURNE LIMITED 152. BACKDEAN LIMITED 153. BACKLANE LIMITED 154. BACKREED LIMITED

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155. BACKRISE LIMITED 156. LEVELBASIC LIMITED 157. OWNERS PROVIDENT LAND BANK LIMITED 158. REALGATE LIMITED 159. LYLEBOURNE LIMITED 160. DENETOWER LIMITED 161. DENETOWER INVESTMENT PROPERTIES LIMITED 162. ATTIC PROPERTIES LIMITED 163. FAIRHOLD SERVICES LIMITED 164. ESTATES & MANAGEMENT LIMITED 165. OP LAND (NO.1) LIMITED 166. LINKSTAFF LIMITED 167. ROCK ACQUISITIONS I LIMITED 168. PEVEREL LTC LIMITED 169. CONSENSUS BUSINESS GROUP (GROUND RENTS) LIMITED 170. PAMBRI INVESTMENTS VIRGIN ISL 171. FAIRHOLD HOLDINGS (2003) LIMITED 172. DAWNHOME LIMITED 173. FAIRHOLD (BRIARDENE) LIMITED 174. LONDON & SUBURBAN PROPERTY CO LIMITED 175. PIERVALLEY LIMITED 176. THE RESIDENTIAL ORGANISATION LIMITED 177. BACKGLAZE LIMITED 178. BACKGREEN LIMITED 179. BACKGAIN LIMITED 180. BACKFIELD (2003) LIMITED 181. BROOKRACE LIMITED 182. PROPERTIES LIMITED VILLAMORA VIRGIN ISL 183. FAIRHOLD HOLDINGS (2005) LIMITED 184. CHARTER QUAY LIMITED 185. ST GEORGE WHARF (BLOCK D) RESIDENTIAL LIMITED 186. RQ BLOCK D LIMITED 187. RQ BLOCK G LIMITED 188. FAIRHOLD CLERKENWELL LIMITED 189. HOME HAVEN LIMITED

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190. HEADBOOK LIMITED 191. GRADEBAND LIMITED 192. ZINDELLA LIMITED VIRGIN ISL 193. FAIRHOLD HOLDINGS (2008 Q3) LIMITED 194. ROWAN FINANCE LTD 195. FAIRHOLD HOLDINGS (2007 Q4) LIMITED 196. FAIRHOLD ATHENA LIMITED 197. FAIRHOLD PROPERTIES NO. 7 LIMITED 198. TRINITY GREEN REVERSION LIMITED 199. FAIRHOLD HOLDINGS (2008 Q1) LIMITED 200. ROSLEB LIMITED 201. CITISTEAD LIMITED 202. CHICHESTER FREEHOLDS LIMITED 203. FREEHOLD PROPERTIES 32 LIMITED 204. HADHAM SECURITIES NO.6 LIMITED 205. FLAMBAYOR LIMITED 206. FAIRHOLD PROPERTIES NO. 4 LIMITED 207. FAIRHOLD PROPERTIES NO. 5 LIMITED 208. FAIRHOLD HOLDINGS (2008 Q2) LIMITED 209. SENDTOUR LIMITED 210. KAMARIO LIMITED 211. THEOWAL LIMITED 212. FAIRHOLD APOLLO LIMITED 213. FAIRHOLD ARTEMIS LIMITED 214. FAIRHOLD ATLAS LIMITED

215. 2) AZTEC OPCO (NO.2) LIMITED 216. PEVEREL CBG OPCO LIMITED 217. ROADWEALD LIMITED 218. INTERPHONE SECURITY GROUP LIMITED 219. INTERPHONE (CCTV) LIMITED 220. INTERPHONE LIMITED 221. INTERPHONE (SM) LIMITED 222. INTERPHONE (DIGITAL) LIMITED 223. INTERPHONE (SENTRYMATIC) LIMITED 224. INTERPHONE (BIRMINGHAM) LIMITED

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225. INTERPHONE (IBEX) LIMITED 226. MINT PROPERTY MANAGEMENT LIMITED 227. PEVEREL CBG SHELTERED LIMITED

xi

228. INTERPHONE FINANCE COMPANY LIMITED 229. SONATA INSURANCE SERVICES LIMITED 230. SONATA GROUP LIMITED 231. COUNTY ESTATE MANAGEMENT LIMITED 232. COUNTY ESTATE RESIDENTIAL MANAGEMENT LIMITED 233. STONEDALE PROPERTY MANAGEMENT LIMITED 234. COUNTY ESTATE MANAGEMENT SECRETARIAL SERVICES LIMITED 235. COUNTY ESTATE DIRECTORS SERVICES LIMITED 236. SONATA NOMINEE LIMITED 237. PEMBERTONS SECRETARIES LIMITED 238. SONATA PRS LIMITED

239. 3) AMORA LIMITED 240. CIANO INVESTMENTS LTD 241. ROTCH LIMITED 242. CONSENSUS BUSINESS GROUP LIMITED 243. SOFTVALLEY LIMITED 244. VINCOS LIMITED 245. WALKVALLEY LIMITED 246. CONSENSUS INTRODUCERS LIMITED 247. VINEGROVE INVESTMENTS LIMITED 248. ARKMILE LIMITED

249. 4) SUNNYMIST LIMITED 250. FIVE MILE LIMITED 251. BROOKRAIN LIMITED 252. GREENFLAT LIMITED 253. COURTDOCK LIMITED 254. POSTLANE LIMITED 255. RAINWEALD LIMITED 256. DAYVALLEY LIMITED 257. BANKMEAD LIMITED 258. DAWNREAD LIMITED 259. WEALDMIST LIMITED

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260. DOVEDREAM LIMITED 261. MILETOWER LIMITED 262. BIRCHLAKE LIMITED 263. DOMECROFT LIMITED 264. CARPENTER (BATH) LIMITED 265. LANEMORE LIMITED 266. WALLMANOR LIMITED 267. CHARMGLADE LIMITED 268. FOLDLANE LIMITED 269. CITY & COUNTY (BATH) LIMITED 270. LOGWAYS LIMITED 271. RESTMEAD LIMITED 272. DOVEWEALD LIMITED 273. STOREDEAN LIMITED 274. DALEFOX LIMITED 275. ZENMOUTH LIMITED 276. UPPERBRIGHT LIMITED 277. LEAGUEFRAME LIMITED 278. MARTRIDGE LIMITED 279. WAXFORD LIMITED 280. H.A.LEASING LIMITED 281. RESTGROVE LIMITED 282. HOLAW (573) LIMITED 283. FILMCOURT LIMITED 284. VIEWPALM LIMITED 285. TIMECOAST LIMITED 286. PIKEHIGH LIMITED 287. HOLAW (537) LIMITED 288. HOLAW (541) LIMITED 289. HOLAW (539) LIMITED 290. DRIVEWALL LIMITED 291. LIMITED 292. GAINWALK LIMITED 293. PATHCOAST LIMITED 294. RIO MONDE LIMITED

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295. STARLAKE LIMITED 296. TAMEVALE LIMITED 297. WOOLGATE EXCHANGE LIMITED 298. VIN-ROTCH PROPERTIES LIMITED INC 299. BARTONPATH LIMITED 300. HIGHREAD LIMITED 301. CROXCOURT LIMITED 302. ROCK DOVE LTD 303. ROTCH PROPERTY GROUP LIMITED 304. CAVENDISH SQUARE PROPERTY FINANCE LIMITED 305. SECCOM LIMITED 306. STEPEND LIMITED 307. HERBFRAME LIMITED 308. HOLAW (323) LIMITED 309. HOLAW (339) LIMITED 310. HOLAW (401) LIMITED 311. BPAR LIMITED 312. MISTLAND LIMITED 313. FROSTLANE LIMITED 314. ABBEYRATE LIMITED 315. MIREL-ROTCH INVESTMENTS LIMITED 316. ROCKLANE LIMITED 317. ROTCH PROPERTIES LIMITED 318. WYN-RO PROPERTY INVESTMENTS (SEA CONTAINERS HOUSE) LIMITED 319. SOWCREST LIMITED 320. PRIME ESTATES HOLDINGS LIMITED 321. PRIME ESTATES PROPERTY MANAGEMENT LIMITED 322. SAGEHILL LIMITED 323. UNI LEASE NO 1 LIMITED 324. WYN-RO DEVELOPMENTS LIMITED 325. PARK ROAD (MEDICAL CENTRE) LIMITED 326. HOLAW (403) LIMITED 327. ROVELLS LIMITED 328. HOLAW (429) LIMITED 329. HOLAW (434) LIMITED

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330. BARTONMOSS LIMITED 331. ROTCH 18 (WELWYN) LIMITED 332. BOXCREST LIMITED 333. HOLAW (587) LIMITED 334. FORDMANOR LIMITED 335. VALLEYMILE LIMITED 336. ECG (CAPITAL) LIMITED 337. LEAFVIEW LIMITED 338. CHOICECOURT LIMITED 339. PLACEMANOR LIMITED 340. WOODMILE LIMITED

341. 5) EURO INVESTMENTS INC 342. CLAUDINA ENTERPRISES LIMITED 343. MEADSAND LIMITED 344. HOLDING & MANAGEMENT (SOLITAIRE) LIMITED 345. SOLITAIRE REAL ESTATE HOLDINGS LIMITED 346. SOLITAIRE GROUP LIMITED 347. ADENSOUTH LIMITED 348. REDHOUSE INVESTMENT PROPERTIES LIMITED 349. FREEHOLD MANAGERS PLC 350. MORBURY LIMITED 351. PEMBERTONS DIRECTORS LIMITED 352. PROPERTY INVESTMENT PORTFOLIO SERVICES LIMITED 353. SOLITAIRE HOLDINGS LIMITED 354. MOSS KAYE PEMBERTONS LIMITED 355. SOLITAIRE RESIDENTIAL HOLDINGS LIMITED 356. MOSS KAYE LIMITED 357. SOLITAIRE RESIDENTIAL LIMITED 358. VICTORIA INVESTMENTS NO.2 LIMITED

359. 6) WISKAY LIMITED 360. AZTEC PROPERTY TOPCO LIMITED 361. PEVEREL PROPERTY OWNERSHIP LIMITED (RENAMED AZTEC PROPERTY OWNERSHIP LTD 1/3/11) 362. RETIREMENT CARE (BH) LIMITED 363. MERIDIAN LAND & INVESTMENTS LIMITED 364. LINCOURT MANAGEMENT SERVICES LIMITED

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365. RETIREMENT CARE (MIDLANDS) LIMITED 366. PEVEREL FREEHOLD REVERSIONS LIMITED (RENAMED AZTEC FREEHOLD REVERSIONS LTD

9/3/11)

367. PEVEREL INVESTMENTS (RENAMED AZTEC INVESTMENTS LTD 9/3/11) 368. PEVEREL PROPERTY INVESTMENTS LIMITED 369. BALFOUR FREEHOLDS LIMITED 370. O.M. LIMITED 371. PEVEREL PROPERTIES LIMITED (RENAMED PROXIMA GR PROPERTIES LTD 24/3/11)

372. TOR SANDS FREEHOLD LIMITED 373. PEVEREL SECURITISATION LIMITED (RENAMED AZTEC SECURITISATION LTD 9/3/11)

374. PEVEREL OPTIONHOLDER LIMITED (RENAMED AZTEC OPTIONHOLDER LTD 9/3/11) 375. MILFORD HOLDINGS LIMITED 376. PEVEREL FREEHOLDS LIMITED (RENAMED AZTEC FREEHOLDS LTD 9/3/11) 377. RENAISSANCE SECURITIES LIMITED 378. RETIREMENT CARE (SOUTHERN) INVESTMENTS LIMITED

379. 1a) FERZELLA INVESTMENTS LIMITED VIRGIN ISL 380. FAIRHOLD HOLDINGS NO.4 (RPI) LIMITED 381. DANECARR LIMITED 382. FAIRHOLD HOLDINGS NO.4 (HOUSES) LIMITED 383. LYLECRAFT LIMITED 384. FAIRHOLD HOLDINGS NO.4 (APPTS) LIMITED 385. ROWAN LAND LTD 386. REVERSIONS LIMITED 387. CG THREE LIMITED 388. FREEHOLD PROPERTIES 25 LIMITED 389. FREEHOLD PROPERTIES 26 LIMITED 390. BRADMOSS LIMITED 391. HADHAM SECURITIES 4 LIMITED

Companies omitted from this listing

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This report has not attempted to detail the pub/restaurant part of the group which may have been as large as the residential/retirement sector in the past. This side of the organisation appears to have been subject to considerable restructuring, as reported in the press. The role of Robert Tchenguiz is also mentioned in the official report into the Icelandic bank crisis investigation

xii.

DISCLAIMER A draft of this document has been submitted to a senior director within the group for review. He has declined to comment or advise of any errors. Best efforts have been made to check the accuracy of the company listings however there may be omissions and errors and there will inevitably be changes over time. As at 3

rd March 2011 the names listed are believed to be

accurate as reported in the above mentioned sources. Should there be any errors we are more than happy to make corrections. Please contact us here if you have any corrections The hierarchy of companies listed reflects that provided in various companysearchesmadesimple reports. Whilst the names in the listings are correct there seem to be some anomalies in the placement of individual companies and their immediate parent companies in this complex group structure. For example Careline UK Monitoring Ltd is shown under OM Property Management but the shareholding states ownership by Peverel Building Technologies Ltd. Given the constantly changing nature of the group and its different reporting dates it was felt better to list the companies‟ structure as reported rather than to attempt to reinterpret. These anomalies have no impact on the ultimate overall ownership and control.

Endnotes i.Some accounts e.g. Estates and Management Ltd, accounts for 2007, note 15, page 12 also include the statement that control on behalf of the trust is via the Investec Trust (Guernsey) Ltd. ii Companies House Records

iii Careline UK Monitoring Ltd, accounts to 31/12/2009.

iv County Estate Management 2/2/11 CEM web site

v Although the structure diagram shows no direct link between County Estate Management Ltd and OM Property Management Ltd, the published accounts for OM

Property Management Ltd to 31/12/2009, note 18, deems County Estate Management Ltd to be a related party due to “a common ultimate parent undertaking and part common Directors”. vi Solitaire web site 3/1/2011 states the name change will occur on the 6

th January 2011

vii Page 7 of the published accounts and the same statement in the 2008 accounts also published 1

st March 2010

viii Consensus Business Group Ltd, accounts for 2009, cashflow statement page 6, and ultimate ownership and control details note 12 page 9.

ix Consensus Business Group Ltd accounts to 31

st May 2010, note 7 investments, page 5 balance sheet and note 5 employees.

x E.g. County Estate Management Ltd, accounts for 2008, note 16, page 12.

xi See Consensus Web site for their statement on work in the sheltered housing and student accommodation market.

xii Report of the Icelandic Special Investigation Commission (SIC), page 8, chapter 21. Also Chapter 2 the executive summary last para page 2.