The Tribune

By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

The Government has been urged not to grant a gaming licence to Craig Flowers’ FML Group of Companies, due to the eruption of a legal battle between shareholders of a rival web shop chain it has acquired.

The plea, which has been sent to multiple government ministers and the Gaming Board, comes from Albert Rahming, who is alleging that the sale of the Noble Stakes Ltd/Fantasy web shop group to FML was improperly consummated.

He is further claiming that he has yet to receive a cent from the deal, despite owning 38.125 per cent of Noble Stakes’ equity, and is thus alleging that the company has been ‘sold out from under him’ without his knowledge or approval.

Mr Rahming’s allegations were last night dismissed as “nonsense”, “bogus” and “malicious” by his former Noble Stakes business partners (see other article on Page 1B), who argued that he had failed to supply any proof to support his allegations.

His dispute is not with FML or Mr Flowers, but rather his former fellow business partners/shareholders in the Fantasy web shop group, Deyvon Jones and Jamaal Stubbs.

FML is thus only ‘tangentially’ involved, and the lobbying of the Government not to grant it a gaming house operator licence until the Supreme Court resolves the ‘Fantasy’ dispute, appears designed to force both Mr Flowers and Mr Rahming’s ex-partners into a ‘settlement’.

Mr Rahming’s attorney, Craig F. Butler, in an October 13 letter to Obie Wilchcombe, minister of tourism with responsibility for gaming, said his client was seeking to gain Supreme Court permission for a “shareholders action” against the Noble Stakes’ acquisition using the provisions of the Companies Act.

“I.... wish to voice an objection to the FML Group of Companies being granted a license at the present time as a result of pending litigation before the courts,” Mr Butler told Mr Wilchcombe.

“Depending upon how the court should rule, the same [the action] could have a deleterious effect on the suitability of the FML Group of Companies to be license holders.”

Mr Butler also complained that he had “yet to receive even an acknowledgement” of the two previous letters he had sent to Verdant Scott, the Gaming Board’s chairman, on the matter.

In the first of those letters, dated August 25,2015, Mr Butler told Mr Scott: “Mr Deyvon Jones, as president and chief executive of Noble Stakes Ltd, was not authorised to take any unilateral action in terms of the same of the company and/or its assets.

“In order to sell either the company or its assets, there needed to be corporate resolutions and specific contracts detailing the same, which required the signature of the secretary, and I can assure you that Mr Rahming signed no such documents.

“Accordingly, any notification of a sale or a purported sale of the company and/or its assets is null and void.”

Mr Rahming, apart from owning 38.125 per cent of Noble Stakes’ equity, was also its secretary and a Board director.

His attorney, Mr Butler, meanwhile alleged that Mr Jones had also “taken the unprecedented step of locking my client out of his company”, describing this as “oppressive and illegal”.

Mr Jones told Tribune Business in an interview yesterday that the alleged ‘lock out’ incident never happened.

Still, Mr Butler alleged that Mr Rahming had never received what was due to him for his equity holding from the proceeds of the FML ‘acquisition’.

And, in a follow-up letter sent to Mr Scott on September 11, 2015, Mr Butler accused the Gaming Board of adopting a “dismissive” attitude towards his client’s complaints.

“From my understanding of the legislation and everything that has been said by the Prime Minister and other ministers of the Government, this industry is supposed to be open, transparent and free of corruption,” Mr Butler alleged.

Mr Rahming, in an October 7 affidavit to accompany the originating summons filed with the Supreme Court, confirmed there “was to be an agreement” for FML to acquire and take over the eight Fantasy-branded web shop locations.

“Under that agreement, all the company shareholders were to be substantially compensated,” Mr Rahming alleged. “To date, I, as the complainant shareholder, have not been compensated. I have no knowledge of the company being compensated.

“The basis of the complaint is that the company assets have been sold void of any shareholder resolution, full authorisation or shareholder remuneration. Further, I am concerned that shareholder assets and creditors of the company have not been considered or protected.”

This, Mr Rahming alleged, violated the Companies Act. He further claimed that there had been no Board meetings to approve the FML deal.

While he participated in the initial talks with Mr Flowers and FML, Mr Rahming alleged that he never signed a final, binding sales agreement on behalf of the Noble Stakes Board and its shareholders.

“Therefore, I question the validity and legality of FML Group of Companies operating the acquired web shops when the Gaming Board’s requirements were not met, since I had yet to sign any such agreement,” he claimed.

Detailing the history, Mr Rahming alleged that talks over the sale of the Fantasy web shop chain began in early 2015, with a Memorandum of Understanding (MoU) “accepted in principle” by the Gaming Board in May 2015.

This was said to be contingent on the regulator being provided with final details, such as contracts and the acquisition price, with the eight locations also to form part of FML’s application for the relevant gaming/web shop licenses.

Mr Rahming alleged that after being ‘shut out’ of the negotiations, he has been unable to receive any details on the deal from the Gaming Board, while Mr Jones and fellow Noble Stakes shareholder, Jamaal Stubbs, have declined to co-operate with him.

The former Noble Stakes Ltd shareholder alleged that subsequent to the negotiations, Mr Flowers had informed his attorneys that he knew of Mr Rahming’s equity stake in the company and his role in the talks.

“Mr Flowers, nor FML Group of Companies, do not intend or plan to compensate me or the company for the company assets that FML has acquired,” Mr Rahming alleged, adding that Mr Jones now worked for Mr Flowers as a salaried employee.

“During the FML Group of Companies negotiation process, I arrived to work to see that there were two security guards posted at the entrance of the company’s [Noble Stakes] office, and the locks were changed,” Mr Rahming alleged.

“I was further advised that I was not allowed to enter the premises. Minutes later, [Mr Jones] arrived, and told me that I was longer part of the company, and that the company no longer existed.

“He stated that he now worked for Mr Flowers, and that I had no business being there, and he locked me out of the office. He further stated that he decided he could no longer work with me, and that my office was now occupied by Mr Stubbs.”

Documents filed with Mr Rahming’s affidavit show that he and Mr Jones both owned 38.125 per cent of Noble Stakes Ltd, with 1,906 shares each.

Other shareholders included Mr Stubbs with 10 per cent; Jevon Hilary Saunders with 5 per cent; and Robin William Carroll and Ramon Javon O’Neill Carroll with 5 per cent and 3.75 per cent, respectively.