The Legends Of Fabled Realms

New Information Coming Next Week
over 4 years ago – Sat, Nov 30, 2019 at 02:39:25 AM

Hi All,

Sorry for the complete lack of communication, we are currently still working through the legal situation.  There will be a proper update next week, which should be about more than just legal stuff :).  We appreciate those of you that have been very patient through all of this and we want you to know that we are not communicating, not because we don't want to but, because of the situation.

Regards,

Cad

Update on the Kickstarter and Legal Situation
over 4 years ago – Wed, Aug 28, 2019 at 11:43:49 PM

Dear Kickstarter Backers,

Firstly, we want to thank all the many, many backers that have been incredibly patient with us and  continue to give us time to get things sorted our end with our liquidation of 4Ground Ltd. This has been very helpful, and we truly thank you. In all this time when we have not spoken to you, it is because we were unable to speak, to a degree we are able to say more here today.

As you will see from what follows, with regard the Legends of Fabled Realms (LoFR) kickstarter, our change of corporate identity has had nothing to do with the delay in manufacture and delivery to you the pledged backers. It is true that a lot of the efforts of Tymeagain Ltd. management have been in managing the transition from 4Ground Ltd. to Tymeagain Ltd. This has indeed taken a lot of man hours and had to be our primary focus. Without this happening correctly we would still be unable to complete on this kickstarter. In the picture below you can see some of the many thousands of 3d printed miniatures that have already been completed.

To digress a little please consider how we got where we are with this project. The initial project manager of LoFR was Adam (undertaking the project over a year before the kickstarter even went live), though it was Cad who had responsibility delivering the Kickstarter page and its publicity (Cad is also the Author of the rules), Adam was the manager of this project up to the Kickstarter going live.

The artist (that Adam got on board) has ended up as a close family friend, his own career has gone from strength to strength and when Adam commissioned him, he was already one of the best artists in the business. The artist’s work was so important as it had to convey across the atmosphere of LoFR, in fact from the initial working sketches to finished art it took him the majority of one year of his working life to complete.

Then when the time was right with enough artwork completed for referencing, the sculpting could begin. As a company we had Big Ben (who if he had his way would have had all sculpted by hand in the real world) who wanted white metal miniatures or maybe some resin, Cad (a younger gamer by two decades) did not really want metal but was happy for resin and thought plastic would be cool, then Adam (the youngest of the three he wanted the best of digitally designed sculpts) he knew he wanted plastic, or plastic and some resin.

Three of the very best digital sculptors were commissioned and so their virtual sculpting began. Adam had gotten the costings sorted, sorted manufacture, arranged the logistics of distribution, he had done all that we wanted, and he did it so well.  Adam had made the call and in retrospect he was so right even Big Ben had to agree the miniature renders are beautiful.

During the Kickstarter many backers pledged to back if we gave an upgrade option to resin, this we duly did. The pledge backing was fantastic, many were happy for plastic and almost as many wanted resin upgrades. When we had something to say to backers we did, when we had nothing to say we said nothing. All items that were pledged for, that we make, were sent within a few months.

Then after many, many delays from the manufacturer of the game box (plus miniatures and gaming component) the bombshell dropped. We were looking in our hands at substandard plastics, we do not know why they produced such miniatures, but they were not good enough. We (Cad and Big Ben) had to make a directional call so; All will be in resin, we need to get some 3D prints to go as masters to be cast in resin, forest casting by the hundreds (but OMG our 3D printer go-to-guy was way too busy at such short notice…). We had to think on our feet, time was not on our side. So now Cad decided to send a file of one render to a few companies, for them to send back a sample of that render printed on their machine.

We really liked one companies print (it was way better than most) and that was the one we got, then we realised we would need another printer; two of them working every week to produce enough for the Beta testers’ weekend a few months away.  So, it was then that we went to the beta testers at Beasts of War and gave each of them a full set of 3D printed miniatures. They said they loved them, we sent a sample dwarf out to every backer around the globe and the result was 3D was the way forwards. The manufacturing could begin, so from two printers we went to seven printers, all working all week long. The company that made our printers was now so successful they had sub-manufacture happening on three continents.

So what of right now… well volume miniature printing is very much reduced (forest bed printing cannot cover the original build-plate max. area). Actually developments currently scheduled for early 2020 by the manufacturer of our machines are something that we are so excited about but that is for the future months after you guys get all your pledges delivered. So this is the holdup we are printing at a slow rate, slower than we thought we would, but we are proud to be a part of what is to come in the industry (forest casting on a build-plate more than twice the size of what we have right now and what’s more no failures due to edge refraction distortion)… and what of the rest of the project, well Ben, Cad and Kev have the lead times from the printer (who is here in the UK) for the printing of the cards, boxing etc. the rules printer is already arranged and they are at least on the same continent, again we will post an update but the delay is not either of these two parties, the delay is here and it is our slowed manufacturing capacity.

Getting back to the legal issue we have been informed by our lawyers that we have an issue caused by backers claiming that they are a debt that is owed and therefore are hard debt. The problem with this is that these people becoming hard debt can have a negative impact on the other pledges, the lawyers need to communicate with the insolvency company and resolve this situation as soon as possible. This appears to have been caused, or at least exacerbated, one or more people what’s more for what we know, in the case of one of them, to be personal gain (this individual made direct contact by phone and said – over our speaker phone to an office full of witnesses – that they would get the support of a number of backers to be their representative and that they would then, personally, make an offer to buy 4Ground for themselves, so that they would then own and produce the designs), this person has caused for some of you, possibly all of us, a distressing issue.

Those few who claimed with the liquidators, did so because they wanted recompense for their perceived pre-order of goods. We could legally say nothing but thought that those that follow such bad advice will not cause problems for the majority who believed it was a pledge and not a pre-order purchase. We believed we would be able to separate the backers that had claimed through the liquidators, and those that had not claimed, but right now we are unable to do this. Currently either all this is a debt owed by a dead company or it is a pledge that can still be fulfilled.  The liquidators have not made a final conclusion in this matter but we should hopefully know more n the near future.

As a part of this issue our own commercial lawyers want to investigate the following communication on our kickstarter page, regarding the LoFR kickstarter and 4Ground’s liquidation notice:

“I received this unsolicited on Lead Adventures and might shed a little more light on the situation.

Hi

I am messaging you directly because you seem to at least understand how serious the situation is with regard to 4Ground and I believe that you are a KS backer.

I am an ex banker dealing in insolvency, esp companies of this size and my other half is an accountant. We have looked at the company accounts lodged up to 2017 and at that year end both 4Ground and Tymeagain were both in trouble. As I see it there is very little chance of the KS coming to anything more than has already been delivered but they might just manage it.

In any event you have every right to lodge a claim in the liquidation in respect to the money you provided in the Kickstarter. Should you do so it would have no baring at all on Tymeagain 'honouring' the KS as they have nothing to do with 4Ground anymore as it is all in the hands of the liquidator.

I have some ideas regarding taking the 4Ground intellectual property forward and it would be very helpful if I could deal with the liquidator in the capacity of a creditor. I wonder if you would consider either letting me act as your agent in dealing with the liquidator or even buying the debt from you so that I would lodge the claim myself? There is very little time left as all claims must be in by Wednesday.”

And this message posted on Beasts of War:

“I’m afraid I don’t think that things are as straightforward as Cad and Ben are suggesting and I am wondering as to the quality of the advice that they have been given. As a banker I specialised in insolvency for many years dealing with this size of company and this is very far from a simple book keeping exercise.

The company is subject to a Creditor’s Voluntary Liquidation which is a form of corporate bankruptcy not a straightforward reorganisation. This means that at the date of the resolution the company ceased trading and the situation should have effectively been frozen. There are many implications to this not least to the backers of the Kickstarter but also in relation to the ability to take control of the company assets and start again.

With effect from the liquidation the liquidator is in control of the company and is obliged to act in the best interests of the creditors from a financial point of view. He will make best endeavours to realise the assets of the company for the best price and then share the money out according to the order of priority of the creditors. The KS backers will be general unsecured creditors and is near the bottom of the list, here is a quick overview.

Unfortunately I suspect that the KS backers are likely to receive a minimal amount back from the liquidation but I think that they should lodge a claim with the liquidator whose details are on the Gazette notice here

Whilst I think it is to their credit that Ben and Cad wish to honour the Kickstarter I think that there is no legal obligation to do so since that would mean that they have been effectively been preferred as creditors. In any event there is no reason not to lodge a claim in the liquidation since this would have nothing really to do with Ben and Cad anyhow.

I am also concerned at Ben’s statement that Tymeagain has bought the company assets since the Liquidator must obtain best price for these on the open market. I find it difficult to believe that this has been done correctly in the short time since the posting of the notice.

I would strongly suggest that anyone who seeks clarification on this contacts the liquidator.

As a final note I would point out that I now operate an MDF terrain and miniatures company and it is pure coincidence that I happen to know about this kind of thing.”

Both these posts could be seen as libel, slander and/or could be looked at as deliberately causing damage to Tymeaagin Ltd.

We will let you know as soon as we can on any updates on the production of the kickstarter and any updates on the legal situation. In the case of the legal situation it will be as soon as we are able to do so legally.

Regards,

Big Ben

Information Regarding Tymeagain and 4Ground Ltd.
almost 5 years ago – Tue, Jul 09, 2019 at 01:31:05 AM

Regarding 4Ground, 4Ground Publishing and Tymeagain Ltd.

Tymeagain Ltd. is delighted to finally be able to let it be known we have successfully purchased the brand ‘4Ground’ along with all tangible liquidated assets of the company 4Ground Ltd.

This information release is, we hope, the easiest way for our backers to know more of what has happened. But if you would like to know more about what is happening, we would like you to contact us on [email protected] and we will answer what we can.   This is a shortened and more precise version of the general statement going out on facebook and in other places.

Why it happened; first, a bit of the history, 4Ground Ltd. (4G) was incorporated as a limited company in 2011, at the time of incorporation it had just one shareholder, that being Tymeagain Ltd. (TY) which was, therefore, the 4G parent company. This is a standard operating practice ring-fencing a name by creating a company to physically protect that identity from a third-party registering that name. This action usually means the parent company has considered the likelihood that eventually that range/label may require its own space as a separate legal entity, in the interim all annual trading returns are filed each year stating this is a non-trading, wholly-owned subsidiary of the parent, often such a legal entity is referred to as a dormant company (also known as ‘shelved’ or ‘mothballed’). 

In due time the 4G range/label had become identified in the market as a leading brand, it did indeed continue to flourish. At a later point in time, 50% of the ‘mothballed’ company’s shares were offered to and then acquired by Adam Cresswell-Jeal. This was in preparation for it finally being the right time to commence trading; therefore 4Ground Ltd. would no longer be dormant. From this period onwards Tymeagain Ltd. retained 50% of the original 100% ownership but 4G was no longer a brand within TY. As a trading company 4G started to file actual annual trading returns to companies house (so from being a TY brand it had now broken away to be trading independently of TY.).  Later Cad (Benedict Cresswell-Jeal) was also brought on as a shareholder owning 26% of the shares with Tymeagain and Adam Cresswell-Jeal split with the remaining shares.

From the moment a company breaks away from its parent company, it has no credibility (poor credit) in its own right. It is usual for the parent company to still help in every way possible (financially, logistically) but the parent company cannot do this gratis (without reason). It is usual in this instance for there to be an intercompany account ledger set up between the two companies, to better prevent the likelihood of gratuitous trading between the two companies.

Historically the intercompany accounts ledger between TY and 4G has recorded all such instances, for example, every time TY provided working capital, or for the renting of 4G premises/space to operate/warehouse, etc. renting the TY owned manufacturing equipment/machinery, etc. and sundry another intercompany trading. Legally, within reason, nothing is to be considered for free in intercompany accounting; therefore where taxes would usually be incurred between unrelated companies, these same taxes must be incurred between related companies). 

By the end of 2016, 4G and TY were having a lot of duplication of tasks, such as government information request returns, insurance/indemnities, etc. This we identified as being collectively a great inefficiency, we obviously wished to achieve better efficiency in our collective day-to-day working practice. It was at this time that it was decided that TY would change its known trading/working practice - under English and Welsh law it is possibly illegal in some instances for a registered trading company to trade in a field/market differing greatly from that which they had originally stated on their incorporation (please note it is not usually considered illegal, but for any company to know if at any point they cross the line it is easier to just disclose all types of trading/marketing they work in).

As was widely known 4G at this time already had both in-house, and independent designers, 4G owned the right to profit from the manufacture of all these designs but it did not own the intellectual property of independent designers. It was decided that TY’s relationship with 4G would be that of an independent designer and that as well as intercompany accounting 4G would also pay TY royalties as it was now yet another independent designer working with 4G. At this point, all TY staff would transfer their employment to 4G, with a continuum of service under the contracts they had from TY. At this time no machines (eg, lasers) were sold to 4G, all machines remained the property of TY and 4G continued to show the rental for said machines in their intercompany accounts ledger

The liquidation of 4G has had nothing to do with the model building kits we make or this project, or any other reason bar one! As a company our main business of manufacture was for the UK heritage marketplace, making wooden toys and games for many hundreds of heritage and visitor attraction sites if you have been to any castle in the UK and bought a wooden sword or bow and arrow then almost certainly it was made by us. This year 4G's sales to historic sites were £100k less in the first quarter compared to 2018, this was caused by uncertainties caused by the March 29th Brexit issues which had massively affected sales to historic sites as they were unsure of the number of European tourists that would visit our country. This loss in sales caused 4G to have financial problems, at the same time TYs credit to 4G had increased, in fact not going into specifics but the amount had reached over £250k. The directors of 4G called in their accountant to discuss the situation and the accountant advised them to liquidate the company. Kirks were called into place to act as the insolvency practitioner and the process was started.

Kirks provided contact with all the creditors to inform them of the situation and employed the services of an official auctioneer to assess and value all 4G's assets. Kirks were agreed by the creditors as the official Insolvency Practitioners and approached TY as an interested party to buy the assets that 4G owned. TY agreed to the price and bought the stock, assets, and materials of 4G. The directors of TY then had to prove that they were not "pheonixing" and that their trade use of a prohibited name was legally acceptable and that they were not attempting to circumvent the law. This was finalised Thursday (04/07/2019) and was ratified in the London Gazette.

We are now able to communicate further with fans and customers about what is happening as we are under less (not zero) legal constraints. So, let us deal with some of the rumours that have been passed around by members of the community and some of the questions we have received:

Q) That 4G was liquidated due to a Creditors Voluntary Liquidation rather than a Members Voluntary Liquidation? 

A) 4G owed TY a very large sum of money, when liquidating, a company may only base its liquidation on its state of finances. Due to the money owed to TY, 4G was not solvent (the reason for the liquidation) and as such had to perform a Creditors Voluntary Liquidation. Without the debt owed to TY, the company would have performed a Members Voluntary Liquidation (or would not have had to liquidate at all).

Q) When 4G liquidated other companies in the industry were left owed large sums of money in some cases as much as six-figure sums?

A) This is untrue, due to the legal concerns there are some companies in the industry that were left with some debts as we were unable to preferentially treat any of our creditors. None of the debts in the industry were in six-figure sums, not even in four-figured sums. The only company owed a six-figure sum was TY.

Q) What will happen to the Legends Of Fabled Realms Kickstarter?

A) The Legends of Fabled Realms Kickstarter was instigated by 4G as such the directors of 4G had a choice, they could list it as a formal debt, have it written off and have the Kickstarter backers go through the liquidation process and receive whatever they would receive. Or treat the Kickstarter backers as orders. If we treated the backers as orders we could argue that as they had not claimed or been supplied with any remuneration from the liquidation we were supplying the backers with their orders as goodwill (the same as mail orders placed before the liquidation). The problem with this is that if any of the backers claimed they would disbar us from providing them (and only that backer) with any goodwill items since they would then be a preferential debt. This meant that we could supply the products to our Kickstarter backers (that had not claimed) without any potential issues caused by preferential repayment of creditors.

With regard to The Legends Of Fabled Realms itself, we are able to continue with the production of the game and we will be completing it as soon as we possibly can, production has been delayed by these issues and unfortunately there is nothing we can do about this.

Q) Why was none of this communicated with the wider world or Kickstarter backers?

A) TY and 4G were under legal constraints that caused the companies to be unable to communicate any of this fully. The directors of 4G are legally required to make every effort to remunerate their creditors. As such they could not inform, hint or advise, anyone that 4G was about to cease trading as if that was the case it could be seen that they willingly caused the creditors to receive less remuneration, breaking the law. TY could counter this by accepting the dispatch of the orders and kickstarter as an act of goodwill, and under the auspices of the insolvency practitioners, to not damage the 4G name which they had just acquired.

Q) Why did we not receive our credit notes?

A) The directors of 4G made the decision not to issue the credit notes as this would also force the backer orders into a confirmed debt that would have to go through the liquidation process.  This would have resulted in the backers in question only receiving a small amount of return on their order.  We were how ever unable to communicate for the reasons we stated above.

Q) What are your intentions with the kickstarter and the game?

A) This is still a labour of love for me, I and TY fully intend to release this game and to deliver to all the kickstarter backers that wish to receive their products.

Q) Why was this stated as a restructuring?

A) Because if it wasn't for 4G's debt to TY it would be, we have wanted to reintegrate the two companies for a while, the downturn in work for 4G forced our hand early. We would have preferred to do this later, but business law is business law.

Q) If this has happened before what will stop it happening again, are my orders safe with TY?

A) This should not happen again, the main issue is unlikely to be repeated as the period of most activity in the heritage industry will have already been passed by the October Brexit deadline, also additional debts to banks, loan providers, etc. are not something TY has been burdened with. Since May 22nd TY orders have increased rapidly, so much so that we should be advertising for two new jobs within the next week.

Q) How will my (Ben's) illness affect the Kickstarter?

A) I am now, relatively, well again.  This has allowed me to concentrate back on the production of the kickstarter, so you should start hearing more from me soon.

Sorry for the long message, we have tried to cover everything we can.

Finally we want to say thank you to all of you that have supported Cad, Hellyn, Kev, Andy, Luke, Sid, Emma, Kris, Dan, Robbie, Izzy, Tommy, Alex, Lee, Jamie, Jacqui, Stephen, Janet and Myself through this and to say thank you to some of the special friends and Kickstarter backers we have out there that wanted to help and wished us the best.  

Kind Regards,

Ben

A message from Ben
almost 5 years ago – Wed, Jun 26, 2019 at 08:17:40 PM

This post is for backers only. Please visit Kickstarter.com and log in to read.

A quick update
almost 5 years ago – Fri, Jun 14, 2019 at 12:30:22 AM

 Hello Kickstarter backers,

I wanted to do a quick update just to let you know I am back in the room.  

Almost as soon as I posted the last up date I was not only ill but more ill than I had been for the last few years, requiring tests biopsy surgery.  So from saying in the last update lm here to chat, I have not been able to communicate with you, not good!

So I have loads to respond to and barring any surgery other than that planed for the end of next week, I will get back to you.

We are trading at Phalanx this weekend and I will be there if any of you wish to talk in person with me.

Talk to you soon

Ben