Insolvency experts probe Acacia deal

Forensic accountants are investigating the apparent cut-price sale of a group of stock market-floated training firms to two shareholders.

The companies, which include the now-insolvent apprenticeship providers Acacia Training and Academy 1 Group, were part of investment group MBH Corporation PLC until their sale in 2023.

Insolvency practitioners took control of MBH and began probing its affairs in February 2024 after it failed to honour repayments on debts of at least £24 million.

Reports lodged with Companies House show investigations into the training companies’ sale are focused on whether their disposal to a connected company, known as Unity, achieved a “fair consideration”.

Joint insolvency practitioners Begbies Traynor and WSM Marks Bloom found Singapore-based Unity never paid for the companies, and instead agreed a £2.5 million, zero-interest loan that it now reportedly disputes “in full”.

It is “not known” if the companies were independently valued during the sale, the insolvency firms added.

Directors have a legal duty to act in the best interests of their company and shareholders, including achieving market value for assets sold before entering an insolvency.

According to the latest report published this month, “several lines of investigation” related to MBH remain active, and a specialist forensic team at Begbies Traynor is reviewing evidence that includes company audit files, email records and financial data.

While the reports provide an outline of the two-year investigation, which has cost almost £600,000, some details have been withheld amid concerns they would threaten ongoing financial “recovery prospects” and wider investigative work.

But the insolvency practitioners revealed they had sent the Insolvency Service watchdog a confidential conduct report on MBH’s directors containing “substantial information”.

FE Week understands the Insolvency Service is running a separate investigation into MBH, although a spokesperson declined to confirm this on the record.

Training company deals

Companies involved in the £2.5 million loan deal between MBH and Unity included Acacia Training, Logistica Training and Consultancy, Academy 1 Group Ltd, and UK Sports Training, as well as a care home in Newcastle-under-Lyme.

After the deal, the companies immediately moved ownership again, with Acacia Training, Logistica Training and Consultancy, and the care home being owned by Victoria Sylvester and entrepreneur Jeremy Harbour, who also owns Unity.

Acacia had almost 1,000 apprentices on its books before closing in December, leaving £383,000 owed to 87 employees.

At the time, CEO Victoria Sylvester blamed “exceptionally challenging economic conditions” for the company’s voluntary liquidation.

It is unclear whether investigations into the MBH sale affected Acacia Training’s collapse.

Logistica Training and Consultancy continues to operate as a training provider specialising in adult care training and is understood to have about 360 apprentices.

The care home, which MBH reportedly bought for £1.95 million in 2020, also remains open and is under Sylvester and Harbour’s ownership.

Two other companies sold to Unity – Academy 1 Group Ltd and UK Sports Training Ltd – were also briefly owned by Harbour and Sylvester before moving into what the Insolvency Service described as an “insolvency avoidance scheme”.

An investigation into the so-called “Atherton scheme” resulted in company directorship bans for three people who had helped dissolve hundreds of companies without following the correct process.

Academy 1 Group Ltd was a ‘requires improvement’ rated provider in the early years, sports, business and digital marketing sectors with about 100 apprentices.

Romford-based UK Sports Training Ltd does not appear to have delivered regulated training, although its Linkedin profile claims learners could access “fully funded” advanced learner loans.

The MBH ‘investment vehicle’

MBH was described as a “rollup” company or “investment vehicle” that raised investment by grouping together at least 23 small to medium-sized companies based across the world under a single ownership structure.

It raised £24 million via a bond that was floated on a German stock exchange in 2020 – including £17 million from investment banks Morgan Stanley, HSBC and BNY.

This scheme is also under investigation by the Financial Services Compensation Scheme, FE Week has learned.

A prospectus published by MBH ahead of its stock market flotation in 2020 said the business owners who joined MBH still owned about 70 per cent of their companies and continued to manage them “autonomously”.

MBH was also 8 per cent owned by its founder, Unity, formally known as Unity Group of Companies Pte Ltd.

Neither Victoria Sylvester or Unity founder Jeremy Harbour have responded to requests for comment.