Minerva Development Group Limited and Cohesion Business Development Ltd were wound up in the public interest on 29 September 2020 after the High Court found that the investment-raising activities of the companies were entirely without substance, with at least £2.85 million of investors’ funds – raised through issuing of bonds – had disappeared.

The orders were made before Insolvency and Companies Court Judge Prentis and the Official Receiver has been appointed as liquidator.

During the proceedings, the court heard that Minerva Development Group was incorporated in January 2016 but actively traded from 2018 until late 2019, principally through two websites, offering prospective clients a variety of residential property and student accommodation bonds.

Clients were offered investment returns between 7% and 16.9% per annum – above the typical return rates for regulated investment products– and told their investments would be made secure through a ‘Security Trustee’ which would oversee the application and banking of funds.

Investors started to complain, however, about Minerva Development Group before the Insolvency Service carried out confidential enquiries. Investigators uncovered that Minerva Development Group received £2.85 million from 70 investors after they paid their funds into a wide range of non-company bank accounts, escrow accounts or onto pre-paid cards.

But these accounts were not secure, and the alleged security trustee – first via a company called Glaxicon Limited followed by Cohesion Business Development – provided no protection.

On their website, Cohesion Business Development promoted itself as an experienced financial services provider, and a tax and accounting firm, with over 30 employees located across the world. Investigators, however, found that Cohesion Business Development never had any official presence at its registered office in Mayfair, London.

Investigators also uncovered investors complained to the police after claiming they didn’t receive any investment returns and the company failed to correspond with them.

This led to Minerva Development Group’s website being shut down, which prevented further bonds being sold. But this triggered several ‘recovery’ agents approaching investors promising to recover their investments for an advanced fee.

These recovery agents fabricated their legitimacy and one firm falsely told investors that they had been instructed by the Insolvency Service, misleading clients into believing Minerva Development Group was in the process of going through a liquidation.

Both Minerva Development Group and Cohesion Business Development were not authorised by the financial regulators and failed to cooperate with investigators, who were concerned that the appointed directors in the two companies were likely to be fictitious or hijacked names used to hide their true identities.

David Hill, Chief Investigator for the Insolvency Service, said:

Minerva Development Group persuaded clients to part with substantial sums of money to invest in property bonds with the promise of extremely generous returns. In reality, this was nothing but a scheme and our investigations found that no funds were invested into bonds but instead used to benefit those running Minerva Development Group and a connected company, Cohesion Business Development.

The courts recognised the severity of the companies’ misconduct and closed them down to protect any further investors coming to harm. We urge potential investors to carry out rigorous due diligence to ensure they use their funds on legitimate invesments.

All enquiries concerning the affairs of the company should be made to the Official Receiver of the Public Interest Unit:

Minerva Development Group Limited (company number 09944685), was incorporated on 11 January 2016. Its registered address has reverted to a Companies House default address and on the basis that it has no valid registered address. The current appointed directors of Minerva are Simon Phipps and Paul Edwards.

Cohesion Business Development Ltd (company number 10385105), was incorporated on 20 September 2016. The company’s registered office address is at 11 Bruton Street, Mayfair, London, W1J 6PY. The company has never had an authorised presence at that address. The company’s current appointed director is a Paul Redford.

The 3 current directors across both companies all give 11 Bruton Street as their correspondence address, an address at which none of them are known to have had any authorised use of.

The petitions were presented by The Secretary of State for Business, Energy and Industrial Strategy on 27 August 2020 in the High Court of Justice, Business and Property Courts in England and Wales (CR-2020-003575 of 2020), under the provisions of section 124A of the Insolvency Act 1986 following confidential enquiries by Company Investigations under section 447 of the Companies Act 1985, as amended.

About the Insolvency Service

Company Investigations, part of the Insolvency Service, uses powers under the Companies Act 1985 to conduct confidential fact-finding investigations into the activities of live limited companies in the UK on behalf of the Secretary of State for Business, Energy & Industrial Strategy (BEIS). Information about how to complain about a live company.

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This autumn, we are working differently. While routine inspections of education and social care providers have been suspended, we will be carrying out thousands of visits to schools, colleges, nurseries, children’s homes, local authorities and other providers of education and children’s social care. Our aim is to explain how these providers are getting back to education and meeting the needs of children and older learners, while managing the challenges presented by the COVID-19 pandemic.

We are hearing directly from the leaders of these institutions, so we can help others understand what’s being done in sometimes extraordinary circumstances – whether that’s parents, other professionals working in these fields, or the government. Today, we have published the first of 3 sets of reports on what we are learning from our visits, focusing on schools and children’s homes. In November, we will broaden our reports to cover visits made in October to further education colleges and local authorities, as well as virtual visits to nurseries – and include consideration of services for children with special educational needs and disabilities (SEND).

I’m hugely grateful to the schools that put themselves forward for our pilot visits. It should be noted that the schools findings we are reporting today are drawn exclusively from this volunteer group.

The return to school in September was quite unlike any that we’d seen before; children returned to schools that had been reorganised to combat the spread of the virus. Leaders told us they had struggled at times to keep up with the guidance from government, but nevertheless it was clear from our visits that schools had carefully considered how to apply that guidance in their own context. The use of bubbles was prevalent in primary schools, with secondaries augmenting that tactic with timetable changes that limited the movement of children around school.

In the lead up to September, there had been much speculation about attendance when schools returned. Those we visited generally reported decent attendance figures – often comparable with other years – but parental anxiety remains an issue. Leaders reported their frustrations at having to correct the myths that had taken hold with some parents, often fuelled by ‘fake news’ shared on social media.

Myths can also grow and circulate among schools about what they ‘have’ to do, or not do: no singing; no swimming; all doors open, no matter the weather… Successfully rebutting these myths, which spread so easily, is hard. Like Japanese knotweed, myths have persistent roots – so a consolidation and simplification of government advice for schools would help bring clarity for teachers and parents alike as we head towards the winter.

Perhaps worryingly, over a third of the schools we visited for this report had noted more parents opting to home educate their children. Some parents will have made a positive choice, after enjoying their summer experience at home, but many leaders believed parents were concerned about the safety of their children. We will watch this trend as our visits continue over the autumn.

Concerns about what to do when children cannot attend school are very topical as cases spike in some areas. Remote learning presents considerable challenges. Often these are characterised as problems of access – to technology, to broadband or to peace, quiet and space in the home – and these concerns were described on our visits. But there are other challenges too, including how to motivate a child to engage outside of the classroom’s structured regime. Parents’ experiences of remote learning will vary, but common to many has been a real struggle get children to turn off the Xbox and pick up the textbook.

It became apparent on our visits that there is a curriculum issue here as well. Schools told us that they had plans to provide remote learning, through technology or printed work, but they said much of the content they could provide remotely was not fully aligned with the classroom curriculum. If we expect many children to find themselves at home in term time once or even more often this year, for possibly a fortnight at a time, they must not lose the progression that a strong, well-sequenced curriculum brings. Without that structure, remote education becomes more about filling time than about effective learning.

It’s good to hear that most schools intend to have a full curriculum back in place by the summer term, if not before. Schools are recognising that the best way to rebuild resilience and support their children’s well-being is to make schooling as normal as possible. That means letting teachers perform their everyday magic and focus on teaching their subjects. And we must not forget the physical toll on children of being largely inactive for a long time. A decline in physical health among pupils was highlighted by many schools, and returning to PE is an important aspect of the return to school.

Of course, some children have more vulnerabilities than others. In our next report, we will look in more detail at the experiences of children with SEND, but we heard from the mainstream and special schools that we visited about the impact of a lack of schooling on these children. In particular, children who do not communicate verbally had seen their communication skills regress while their social contact was more limited.

In spite of the challenges they faced, there were a number of positives to be taken from our visits to children’s homes in September. It’s clear that staff in homes have worked very hard to maintain an environment that is COVID secure, while trying to maintain as much normality as they can for the children. However, our regulatory work through the summer did surface some concerns. You can read more about this work in a blog post by Yvette Stanley, National Director, Social Care.

Where restrictions allowed for it, staff in children’s homes facilitated children’s visits to friends and contact with families – but this was not always possible. Just as many workplaces moved online and team meetings became Teams meetings, technology often contributed to maintaining contact between children and their families and with social workers. We know that the move to online communication has actually helped some young people who might have found direct contact with family members stressful. Online communication has removed some of the anxiety from the process, and this could become a lasting legacy of lockdown in cases when direct personal contact is not in the best interest of the child.

During this period, staff in homes made efforts to entertain children and keep spirits up. Even so, homes reported increased frustrations and anxiety over the summer, leading in some circumstances to greater tensions between children. In general terms, the homes that were well led and maintained consistent boundaries were able to respond well. They reported that relationships between staff and children had improved, as staff helped children understand the changing nature of restrictions and discussed anxieties about the pandemic.

However, homes that were already struggling, either because of a lack of structure, inadequate leadership or staffing vacancies, were put under more strain as a result of COVID-19. We also heard about difficulties liaising with partner agencies or accessing specialist services and we hope this situation will improve – but local restrictions might lead to rather different experiences in different areas.

In every kind of provider that we are visiting, strong leadership and committed staff remain key to making the best of this challenging time. The member of staff at a children’s home who isolated with a child who was displaying COVID-19 symptoms so they did not feel alone stands out. But so does the determination, expressed by many of the school leaders we spoke to, that the pupils currently under their care and guidance must not come to be defined as ‘the COVID generation’. They deserve much more than that.