Thursday, 11 October 2018

Ethos Global and Crowdcube sent this to shareholders - can you understand any of it?



Ethos Global is in Liquidation and there have been issues with setting up of a newco by the founders. In August this year, Dr Theo Koutroukides sent the email below to Crowdcube, who then forwarded it their clients  - the shareholders in Ethos Global - without apparently reading it. 


It is complete nonsense and for an FCA regulated company like Crowdcube to be passing this off as acceptable advice to THEIR clients asks a lot of serious questions. None of which will be answered as usual. Let us know if you can understand what he talking about. 

FYI no new shares have ever been issued by Soma London England, a company solely owned by the two founders of Ethos Global. No shares in SLE have been gifted to Ethos Global SHs as we write. SLE now operates a gym in London which was initially paid for by Ethos Global and therefore by its shareholders' £800k investment. Very little communication has been forthcoming about any of this until we started to dig.

It seems to us highly irregular to suggest to SHs in Ethos Global, that they can claim loss relief in a company, when they are being offered shares FOC in another company in lieu of their Ethos shares. Isnt that illegal? The same must go for the offer of exchanging Ethos shares for value in the newco by way of discounts in the gym. Otherwise HMRC are paying for your yoga lessons! For this suggestion to be sanctioned by Crowdcube is quite astonishing. Although from past experience, this will be down to ignorance rather than anything more sinister.

It is also worth noting that no progress has been made with the liquidation of Ethos Global since it started over a year ago. In the Crowdcube pitch, the soon to be launched London studio was a key driver in the sales pitch. 



Hello Crowdcube,

Please see the below email for your attention from Dr Theo Koutroukides, of SOMA House.
Dear investor,

You are receiving this communication because you chose to receive shares in Soma London England Ltd. We are now in position to issue the shares to you following restructuring of the company under a new lease, assets, fitouts and successful implementation of the new business plan towards our most successful last month, summer and quarter historically.

Thanks for the continuous advice and support from so many of you in all the necessary steps we had to take prior to issuing the shares to ensure validity of (1) your initial 30% EIS; (2) in addition to 45% loss relief upon company liquidation in process, and; (3) new shares in the new company. For example, a £10k investment under normal circumstances would receive back a total of £6,150 plus a discretionary issue of the previous number of shares in the new company; that would be the original number equivalent to £10k investment out of the original total pool of shares plus new ones to include subsequent investments, options and our third, non-salaried Director.

These are fully paid-up, ordinary shares with pre-emption and full voting rights. Non-voting B shares have been upgraded to full-voting A shares. The shares will be issued in 14 days, shortly after midnight of Sunday, 26th August, when the current investment round closes at the pre-money valuation of £1,629,653 with a minimum investment of £10k. We are currently exceeding the £200k mark including contributions from all three company directors.

By completing the current bridge round to consolidate our London base and model, we are looking to open right after a larger round from next month towards expansion. The current round gives us the flexibility in time and operation to be in a strong position while we are negotiating bigger deals on the table.

Please note the above information is presented to you as a direct contact and past peer to become a future shareholder in the new company and is by no means an investment promotion or advert. It is merely intended to honour the principle that shareholders would normally have pre-emption rights by receiving investment information in advance. Please contact me directly if you need more details.

Some of you requested whether you could exchange the value of the shares with services at SOMA House. For investments up to £750, we can offer 3x the value of the initial investment in services at SOMA London. For example, instead of £100 equivalent of shares you may benefit from £300 of services that are also transferable to your friends and family. If interested, please contact me by 26th August.

You may see our most recent news at www.soma.house and Instagram. Trends are positive and the team is performing remarkably well as we continue to develop new and exciting revenue streams with higher profit margins, further differentiating ourselves from the noise.

To reiterate, the offer is made voluntarily by the Directors of the new company without any payment required by you and at the cost of the new company. No response is required from you to have your shareholding issued and maintain your 30% and 45% EIS benefits.

Thank you again for being part of a long journey and we look forward to welcoming you officially to SOMA House as new shareholders.

Kind regards,
Dr. Theo Koutroukides
Director of SOMA House

T: +44 (0) 759 323 4666
E: ceo@soma.house

SOMA HOUSE
OLD SPITALFIELDS MARKET
8 HORNER SQUARE
LONDON E1 6EW

Further to this email, Crowdcube will be in touch after shares have been issued by SOMA House in late August. As a reminder, any shares issued in connection with the above email will be held by the Crowdcube Nominee on your behalf and in accordance with our standard Declaration of Trust. If you have any questions regarding the Nominee, please contact support@crowdcube.com.

Kind regards,
Crowdcube

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