REG - RBG Holdings PLC - Termination-Ian Rosenblatt’s Consultancy Agreement

RBG HoldingsAnnouncement

08/01/2025 07:00

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RNS Number : 4864S  RBG Holdings PLC  08 January 2025

 

 

 

 

8(th) January 2025

 

 

 

RBG Holdings plc

("RBGH", the "Group", or the "Company")

 

Notice of Termination of Ian Rosenblatt's Consultancy Agreement

 

Today, 8(th) January, RBG Holdings plc (AIM: RBGP), the legal services group
announces that it has terminated its Consultancy Agreement with Ian Rosenblatt
with immediate effect due to breaches of the Consultancy Agreement, breaches
of Restrictive Covenants given by Ian Rosenblatt, and offensive behaviour
unbecoming of a solicitor and consultant to RBG Holdings plc.

 

It has recently come to the attention of the Board, from records at Companies
House (in particular the confirmation statement for the review period up until
10 September 2024), that at some date prior to 10 September 2024, Ian
Rosenblatt acquired 100% of the shares of a company then known as AWH
Acquisition Corp Corporate Limited, which is a company regulated by the SRA to
practice as a firm of solicitors. The notification of that shareholding was
not filed at Companies House until 20 December 2024, but the statement was
confirmed by Mr Rosenblatt, who was the sole director at the date of the late
filing. On 19 December 2024, Mr Ian Rosenblatt and Ms Tania MacLeod were
appointed directors of that company, which on the same day changed its name to
Rosenblatt Law Limited. Ms MacLeod subsequently resigned her directorship of
that company on the same day. It has also come to the Company's attention that
there has also been significant activity as regards domain names relating to
the domain www.rosenblatt-law.com
(https://nam02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.rosenblatt-law.com%2F&data=05%7C02%7Cgeorgina.whittle%40camarco.co.uk%7C7576753fdd3c441994cc08dd2d816730%7C77a5f6209d7747dba0cd64c70948d532%7C1%7C0%7C638716756015567038%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=F6hM5lYiRdJBnqbz9yr4ql7yqUW0jCuIAqn%2BQpd0inE%3D&reserved=0)
, and a new registration of rosenblattlaw.co.uk, first registered on 30
December 2024.

 

Tania MacLeod was a director of RBG Holdings plc until resigning from the
Board on 3 October 2024. More recently, on 20 December, she tendered her
resignation as a director of RBG Legal Services Limited ("RBGLS"), and on
3(rd) January 2025, sent a letter to the CEO of RBG Holdings plc resigning
from her employment with RBGLS.

 

Both Mr Rosenblatt and Ms MacLeod are listed on the SRA website as regulated
members of AWH Acquisition Corp Corporation (with Tania MacLeod listed as the
Compliance Officer for Finance & Administration (COFA) and Compliance
Officer for Legal Practice (COLP). The SRA's records have not yet been updated
to reflect the name of the company to its current name.

 

From the chronology of these events, it is evident that Ian Rosenblatt was in
control as the owner of another company regulated by the SRA to provide legal
services, at least three weeks before he first contacted the Chair of RBG
Holdings plc demanding a change of CEO in late September 2024.

 

The motivation behind the acquisition of a company regulated to operate as a
law firm under the Rosenblatt name should be seen in the context of Mr
Rosenblatt's current situation:

 

1.    In September of 2024, the Board wrote to Mr Rosenblatt and Ms MacLeod
(as partners in the partnership known as "Winros") informing them that it
would no longer be funding litigation on a case referred to as the "Global"
case (Winros Partnership v Global Energy Horizons Corporation  2021  EWHC 3410
(Ch) (16 December 2021)
(https://nam02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.bailii.org%2Fcgi-bin%2Fformat.cgi%3Fdoc%3D%2Few%2Fcases%2FEWHC%2FCh%2F2021%2F3410.html%26query%3D(winros)&data=05%7C02%7Cgeorgina.whittle%40camarco.co.uk%7C7576753fdd3c441994cc08dd2d816730%7C77a5f6209d7747dba0cd64c70948d532%7C1%7C0%7C638716756015593893%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=xU12R5vP7kL5wU%2BwCiKR3llPSQVUBjzJqnyW3eIldZA%3D&reserved=0)
. This led to Mr Rosenblatt first publicising his bid to oust Jon Divers as
CEO three weeks later at the end of September, the detail of which was leaked
to the press on 1 October. The decision to buy another business, regulated by
the SRA to provide legal services, can be traced back to early September at
the latest, just after Ian Rosenblatt and Tania MacLeod were informed that the
Group would no longer provide funding assistance to litigation in which Winros
was involved (and the costs and consequences of which he and Ms MacLeod, being
the only two partners in Winros, would be liable to the extent of their
personal assets).

2.    The Company reached an agreement with Ian Rosenblatt to extend his
Restrictive Covenants with RBG Holdings plc on 31 July 2023 when he also
joined the Board of RBG Holdings plc. The Restrictive Covenants are for an
additional period of five years and are set to expire in July 2028. During Q4
of 2024, the Board had been engaged in negotiations with Ian Rosenblatt to try
and finalise a three year pay structure that would align with the terms of the
extended Restrictive Covenants. These negotiations stalled over what the Board
considered to be excessive expenses demands from Mr Rosenblatt including,
inter alia, a private office suite to be fully funded, a renewed demand for
the Winros/Global litigation to be funded by the Company, and the Board's
requirement for a Relationship Agreement with Mr Rosenblatt.

3.    In light of the evidence set out above that, well before any public
demands for change or any initial negotiations around remuneration were made,
Ian Rosenblatt was already the sole owner of another law firm, these
negotiations would seem to have been in bad faith.

 

Additionally, and as previously notified, RBG Holdings plc has been in
discussions with its lender, HSBC, regarding a potential refinancing
arrangement. The current facility agreement with HSBC is due to end in
December 2025. During this refinancing negotiation process, the management of
RBGH had been meeting potential funders. At a meeting in December 2024 with
one of the potential funders, the RBGH management were made aware of a meeting
that had been held between the same lender, Ian Rosenblatt and Tania MacLeod
in mid-November of 2023. It was only communicated to management for the first
time at the meeting in December 2024 (almost one year later) that Ian
Rosenblatt had been verbally abusive to the lender at this meeting in 2023.
The use of egregiously foul and offensive language was cited by the lender.
Neither Ian Rosenblatt nor Tania MacLeod reported this event to the Board at
the time, despite both being on the Board of RBGH. The Board will not tolerate
any officer, directors, member of staff or affiliate behaving in such a
manner.

 

The Board has notified the SRA about these matters so that they are clear that
Rosenblatt Law Limited is in no way affiliated or connected as a business to
RBG Legal Services Limited which trades under the names "Rosenblatt" and
"Memery Crystal", and to take steps to avoid any marketplace confusion.

 

For the reasons outlined above, the Board has concluded that the Company can
no longer be associated with Ian Rosenblatt and has therefore terminated his
Consultancy Agreement.

 

The Board will be exploring options for the recovery of the Restrictive
Covenant, and also the loss of revenue anticipated over the next three years.

 

The Board reserves its position with regard to Ms MacLeod.

 

The Board will set a date for the GM requisitioned by Ian Rosenblatt as
required and continues to believe that the resolutions proposed by Ian
Rosenblatt are not in the best interests of all shareholders. Shareholders are
advised to take no action at this time.

 

 

 RBG Holdings plc                                                 Via Camarco

 Jon Divers, Chief Executive Officer

 Kevin McNair, Chief Financial Officer

 Singer Capital Markets (Nomad and Broker)                       Tel: +44 (0)20 7496 3000

 Rick Thompson / Alex Bond / James Fischer (Corporate Finance)

 Tom Salvesen (Corporate Broking)
 Camarco (for media/analyst enquiries)                           Tel: +44 (0)20 3757 4980

 Ed Gascoigne-Pees / Jennifer Renwick                            RBGHoldings@apcoworldwide.com (mailto:RBGHoldings@apcoworldwide.com)

 

 

About RBG Holdings plc

·    Further information about RBG Holdings plc is available
at:  www.rbgholdings.co.uk (http://www.rbgholdings.co.uk)

·    Further information about Rosenblatt (founded in 1989) is available
at:  www.rosenblatt.co.uk (http://www.rosenblatt.co.uk)

·    Further information about Memery Crystal (founded in 1979) is
available at: www.memerycrystal.com (http://www.memerycrystal.com)

 

 

 

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