A Decade Long Tale of Fraud and Corruption


Good old Yellow Pages, an Iconic British FTSE 100 company over five decades old, stripped of assets, renamed, and put into administration. J.R Hartley would be turning in his grave...



Hibu Shareholders Group have fought for a decade to expose the corruption and fraud against shareholders. We did everything "by the book", we turned to those agencies and Government Authorities that are there to protect us, The Financial Conduct Authority, The Insolvency Service, The Serious Fraud Office and Members of Parliament among others,


Despite overwhelming and independently professionally verified evidence presented after thousands of hours of research


They didn't protect us.....

They didn't investigate....

They didn't care.....

The ineptitude was astonishing...


This is our story, and how we were fraudulently divested of our investments in a long established FTSE listed company by a fraudulent Board of Directors, Fraudulent Administrators and a group of inept, laconic and useless Government bodies, including Members of Parliament.  


Note: This website is published as a public interest website. All claims made are true and can be supported by freely available information, of which this group has copies of. Moreover, we believe every piece of information on this website to be factually correct. If any legal representatives of any company or individual detailed on this website requires changes or deletions to be made then please contact us. However, we will not remove any information unless you provide substantive evidence that we are wrong in our statements.


Furthermore, we reserve the right to publish all legal correspondence on this website as well as our responses.


We also welcome contact from anyone who has information for us to assist us in bringing the Perpetrators to justice, you can contact us here and follow us on twitter @toyellandback.


Read below for the start of this amazing true and factual account.........





“I will protect shareholders' Interests to the Fullest Extent Possible."

Bob Wigley - Chairman Hibu PLC.


He didn't actually do that at all, neither did he consult with Shareholders prior to any decisions as promised. Instead, what he did was buy secondary market debt so that he could cash in personally on any restructuring deal.


He also took an additional £120,000 salary, a £20,000 additional car allowance, had his service contract moved from the parent PLC to a subsidiary company. The markets were not informed of this


He raised £660 million from shareholders in 2009.


He moved £1.065 billion of shareholder funds to a Dutch  subsidiary, just before shareholders were removed.


He purchased $1 million of Yell's debt, making him a lender which means he could not have acted in the best interests of shareholders because he was conflicted.


He used hundreds of millions of shareholder funds to purchase debt on the secondary market. Yet shareholders were never considered lenders.


As chairman, along with his fellow Board of Directors, he also failed to attend the Extraordinary General Meeting called by shareholders of the company. Instead they chose to put the asset stripped PLC which had no customers, staff, or directors (yet still trading on the FTSE) into administration rather than face questions that shareholders wanted answered.

The purpose of this website.

To tell our story, and to gain new evidence.


This website has been published ten years after we started our journey, Anyone can publish a website as a group of disgruntled shareholders regretful over a bad investment decision. However, this is not the case for our group there was absolutely no need whatsoever for the company to be placed into administration. HSG was formed while the company was still listed on the FTSE and trading, however, we were extremely concerned about the way the company was being run by the Board of Directors. Prior to our concerns the company was paying down its debt which stood at less than 50% of its high, it was generating hundreds of millions of pounds profit per year. Moreover, the Board of Directors had received two offers for the US side of the business, for $1.65 and $1.8 billion respectively (the Group has documentary supporting evidence of this). This would have enabled the company to completely wipe out the debt purchased on the secondary market. However, the incumbent Directors did not even notify the markets of this offer, but took the route that would benefit them alone, rather than the owners of the company, the shareholders.


This website tells our decade long story, from one shareholder starting this group, and our journey from the House of Commons to the Supreme Court of the United States, via every other Government regulatory body and agency that we could speak to. Our evidence is on here, so that you can make sense of why Regulatory Law, Company Law, and many other laws do not apply to some people, despite conclusive and professionally reviewed evidence to the contrary. The only reason the company was placed into administration was to prevent shareholders challenging the Board of Directors at a specially convened Extraordinary General Meeting called by members of this group.


It highlights the ineptness of bodies such as the Serious Fraud Office, The Financial Conduct Authority, and The Insolvency Service, who, when presented with factual independently verified hard evidence of wrongdoing and fraud, instead of taking action, decided to ignore it with no valid reasons.


This group will not be worn down, our evidence is as valid today as it has ever been, and we intend to keep fighting until justice is done. We've tried the correct way, and found no support, so now we go public to highlight this fraud, and the lack of support from those authorities designed to protect and investigate.


We invite you to read our story, look at the evidence, and draw your own conclusions. We would welcome contact from anyone that can present us with new evidence of fraud so that we can continue to progress our case through the legal system. We would be happy to discuss a share of any success we achieve from anyone that can present new hard evidence.



Some of the Numbers

£1,065,000,000


Yes, you read that right, just over one billion pounds moved around a complex web of subsidiaries including overseas, and out of reach of the rightful owners of the company - The Shareholders

7800


The total amount of Shareholders who lost their entire investment in a 50 year old, iconic British FTSE listed brand as a result of a restructuring that shareholders weren't consulted on

4850


The amount of Yell and Hibu employees who lost their jobs post restructuring, despite Chairman Bob Wigley's claim that he was carrying out the restructuring "to protect jobs".

The Timeline of Events


Below is what we consider to be the three part strategy to defrauding shareholders. We view it as an hour-glass type operation, from a healthy trading company at the top of the hour-glass, to the pinch point in the middle to remove shareholders, to a healthy and profitable company again. All of the details are examined more closely in our evidence section.


What follows is an ‘hourglass’ view of the history of hibu plc, its key numbers and the associated events, which we firmly believe were carefully orchestrated to deprive shareholders of their investments and fraudulently transfer the company to a new group of owners. 


It contains the company’s own figures and shows how we firmly believe that a business which was highly successful and valuable (£1 billion+) only a few years before administration, fell victim to fraudulent attempts in a period of just two-and-a-half years (starting from 1 January 2011 and ending on 25 July 2013) to mask that real value and portray it as essentially worthless. And it shows how, in the aftermath of those events, in just two years after those events, it had already achieved a value once again of something in the region of £1 billion. 



Phase 1. The Head of the Hourglass – Devaluing the Company 


November 2009 – Yell Group plc completes a fundraising which supports a £1 BILLION market valuation. 


October 2010 – Chairman Bob Wigley starts to assemble a new Board of Directors and asks the CEO of the US subsidiary Yellowbook, Joe Walsh, to seek a buyer for the company’s American assets. 


January 2011 – Mike Pocock assumes role as CEO of Yell Group plc and commences bringing in his normal ‘team’ of restructurers. The same team had earned $15 million in 'Ponzi proceeds' between them out of the $426 million sale of Polaroid in 2005 to the subsequently convicted and notorious Ponzi scammer Tom Petters. 


January/February 2011 – Pocock rejects TWO offers for Yellowbook ranging from $1.65 BILLION to $1.9 BILLION (£1.25 BILLION) but fails to announce them to the market. Two Non-Executive directors resign and leave the company without citing their reasons. 


May 2011 – The Group’s annual report shows a valuation (or NAV) of £1.5 BILLION. 


October 2011 – Joe Walsh is sacked for opposing Pocock and failing to back the new strategic direction for Yell. 


2011/2012 – Yell makes a series of unusual transactions which appear to move over £1 BILLION in cash out of reach of shareholders to Yell Finance BV, a special purpose foreign subsidiary.


March 2012 – Impairment charge of £1.8 BILLION is applied to asset values (mainly goodwill) after no changes whatsoever had been deemed necessary in 2010 or 2011. 


May 2012 - The Group’s annual report shows a valuation (or NAV) of £300 million, a decline primarily caused by the supposedly "one-off" write-down of asset values by £1.8 BILLION. 


Wigley describes this, in his Chairman’s statement, as “a non cash accounting adjustment which has little effect on the businesses and simply recognises changes in current and non current intangible assets.” He then goes on to say that “the Board is very focused on the fact that shareholders have not seen a positive return since Yell embarked on its transformation”, specifically highlighting the 2009 rights issue (which was done at 42p per share); and they are “committed to maximising shareholder value.” His comments clearly project an image of a company with a rosy future. 



Phase 2. The Pinch Point – Removing Shareholders from the Company 


Also in May 2012 – The Board of Directors receives restructuring ‘advice’ from Goldman Sachs and Greenhill, before commencing restructuring talks with lenders. 


July 2012 – The company name is changed from Yell Group plc to hibu plc. A plan to form a coordinating committee of lenders (CoCom) is unveiled, and the tone of communications towards shareholders changes dramatically from Wigley’s comments only two months earlier. 


September 2012 – Sunday Times states that shareholders face a 'wipe-out' of their investments and Invesco immediately sells nearly all of their 24% shareholding. Hibu’s Board of Directors continues to promote the idea that they are simply in discussions with Lenders and no decisions have yet been made. The possibility of "little or no value" for the shares is mentioned for the very first time two weeks after the Sunday Times article. 


Early October 2012 - hibu executives have secret meetings with representatives of Deloitte LLP, a restructuring adviser to the CoCom, which is conducting a confidential review of hibu’s business plans and strategies. 


Late October 2012 – Pocock and Wigley reject another offer for Yellowbook from Joe Walsh, now partnering with Platinum Equity, but do not declare it to the market. Directors suspend all further payments of principal and interest to the Group's lenders, and Directors’ employment contracts are moved to the subsidiary hibu (UK) limited, although no announcement is made to the market. 


March 2013 – The Board makes a further £2 BILLION write-down of asset values but fails to announce it to the market at the time, breaching s656 of the Companies Act 2006. 


H1 2013 – Turmoil ensues at the US subsidiary Yellowbook, as claims and counter-claims are launched in March between Pocock and two top executives he has sacked. These claims were settled out of court, against hibu. Joe Walsh is sued in April for allegedly having worked against the hibu Board of Directors - the case is settled out of court in June.


July 2013 – Wigley declares hibu shares valueless and claims in a circular to shareholders and associated media reports that he shares much of the shareholders' pain. He fails to mention that he holds $1 million of debt purchased for just £200k which would be worth about £500k some 3 years later.


The company delists. There are no audited accounts and the accounting reference date is changed so that the accounting period that commenced on 1 April 2012 will cover the 18 months ending on 30 September 2013. By this means, the directors have removed any opportunity for their choice of restructuring option to be queried or their accounts scrutinised. 


October 2013 – HSG members manage to call the first ever EGM for a plc without institutional support, so that shareholders can quiz Directors about their actions and ask them to explain why the company is now deemed to have ZERO value. 


27 November 2013 – Hibu Board calls in Deloitte as administrators, thereby avoiding the need to face shareholders at the EGM. Having prepared the 'options analysis' for the company and its lenders one year earlier, Deloitte is heavily conflicted. 

4 December 2013 – EGM goes ahead but no Director attends. It is chaired by Deloitte, supported by Linklaters (advisers to the CoCom). Resolutions proposed by HSG to elect 10 directors onto the hibu board are passed with a huge majority, but Deloitte choose not to recognise this, denying them the right to take up their positions and commence a process of disclosure. 



Phase 3. The Base of the Hourglass – Rising like a Phoenix, hibu emerges in excellent health 


11-13 December 2013 – The new 'owners' create 7 subsidiaries, headed by Eagle Topco 2013 (later renamed Hibu Group 2013 Limited). They select several new Directors in preparation for the departure of the former Board under Wigley and Pocock in March 2014. Some appear to be closely connected to 'private equity' groups linked to ownership of Directories companies following controversial ‘restructurings’. 


January/February 2014 - Deloitte prove to be highly obstructive to shareholder questions and resistant to any attempts to bring hibu plc out of administration. A consortium of HSG members offers the £440k that Deloitte had quoted as necessary to buy hibu plc out of administration, but Deloitte then 'discover' £4.5 million supposedly owed to the pension scheme, which would need to be added to the price tag. The figure subsequently drops to £3.5 million and is paid by a hibu subsidiary. 


February 2014 – Scheme of Arrangement is passed, ending the old hibu and replacing it with a new private company controlled by the original lenders. Restructuring terms say that the lenders have absorbed an £800 million reduction in the amount of debt repayable but, as part of the exchange, they have taken over all of the equity in the company from its original shareholders. 


March 2014 –David Eckert is appointed CEO of the new group, and Alfred Mockett is confirmed Chairman. Both have a history of receiving substantial payments following contentious 'restructurings' or ‘Mergers and Acquisitions’ activity, as do some of the other new directors with whom they have long been closely acquainted. 


February 2015 – Eckert leaves hibu after only one year and takes with him £13.4 million as a ‘contractual’ payment for achieving “an agreed return of cash to the new owners and an increase in the company's value” in only its first year of trading. 


(Note: A typical payment to restructuring CEO's if the company is sold is purported to be somewhere between 1% and 2% of the company's 'value' suggesting that, even now - only one year after being 'restructured' - the new hibu has achieved a valuation in the region of £1 BILLION.) 


April 2015 – Eckert joins Seat Pagines Gialles (SPG), an Italian directories company that has recently undergone a major restructuring, as Lead Independent Director. SPG is sold off 2 months later. 


May 2015 - 'Pro–forma earnings' in the new company's accounts to 31 March 2015 are revealed to be well in excess of £1 BILLION with EBITDA of £216 Million. Cash 'repaid' to the new owners shows as £169 million, with a cash balance remaining of £109 million. 


There is also considerable evidence in the annual report that the group has undergone considerable streamlining, with several thousand jobs cut from the total of 12000 when Wigley suspended hibu shares in July 2013 (citing the protection of jobs as paramount), and asset disposals. 


The most likely conclusion is that the 'transformed' hibu is being carefully prepared either for a sale which would net its new owners a considerable profit, or an IPO (under which the company would surely be floated at a figure considerably in excess of £1 BILLION). 



Conclusion 


With a huge amount of research having been carried out by HSG members over the last decade, seeking to investigate and then validate our findings, we are confident that, through the process of disclosure, our conclusions will be proved substantively correct. 


Indeed, had there been nothing to hide, we believe the directors of hibu would not have avoided attending a series of statutorily required meetings in 2013 - the EGM that shareholders had called and which was scheduled for 4 December 2013; the meeting of shareholders required in relation to s656 of the Companies Act; and the AGM whose ‘normal’ annual date (25 July 2013) was selected to instead declare trading in hibu shares suspended. 


Deloitte had informed shareholders at the EGM that the administration was a reasonably straightforward matter and they expected to have it concluded within six to eight weeks. They subsequently extended the administration process so that, almost two years later, dissolution of hibu plc had still not happened. The unanswered questions raised by HSG, and addressed to Deloitte, may have contributed to this delay. 


HSG has uncovered numerous contradictory statements made by the Company, their professional teams, and Deloitte themselves in the course of our investigations; while Deloitte were apparently unable to find any fault with the Directors’ conduct in the 3-year period that preceded Deloitte's appointment as administrators on 27 November 2013. This is simply not true, and we will prove, through these pages that Deloitte were complicit in these unlawful actions.


In closing, these are the words contained in the ‘LinkedIn’ profile of David Stephens, one of the Executives of the ‘new’ hibu, who joined in March 2014 (immediately the ‘restructuring had gone through’) and left the company in June 2015. 


Joined hibu’s Executive Team on day one after a major financial restructure…. 

Co-led a highly successful accelerated transformation. In first 12 months doubled hibu’s securities value, grew EBITDA after 8 years of decline, accelerated digital growth and reduced headcount by near 50%.” 


The words of that former hibu Executive would appear to prove conclusively what we had been saying ever since HSG was formed in May 2013. The perception created by the former Directors of the company, and the administrators from Deloitte, had been of a company with zero value to its owners. But shortly after its restructuring it would emerge resplendent, like a Phoenix from the ashes, in excellent health and with considerable sums earmarked for its new owners and anyone else involved in the modern-day equivalent to ‘asset-stripping’. 


Prior to share suspension, members had strongly suspected that the name change from Yell Group plc to hibu plc was effected merely to protect the legacy Yell, Yellowbook and Yellow Pages brands. It seems that our expectations were proven to be fundamentally correct. 


How can you help us?

If after reading our story, you feel that we are correct in our assumptions, then we would welcome any help you may be able to give. Of course, if you are an altruistic billionaire who would like to help us out financially to continue  our fight  that would also be greatly appreciated..


However, what we need is hard new evidence to continue this fight. There is no time limit to actions for fraud, so we would welcome any contact on a confidential basis from anyone that has any information they would like to share with us and would like to see these wrongdoings punished in the correct way. We would also look to share any financial recompense we receive with those that provide this information.

We would welcome any contact on a confidential basis from anyone that has any information they would like to share with us. Please contact us here

“No court in this land will allow a person to keep an advantage which he has obtained by fraud.


Lord Denning

Lord Denning 1956

 © Copyright Hibu Shareholders Group 2022

Share by: