Annex VV
Transcript of interview with Mr Roger
Davies
held on 9 April 2001
MS FILKIN: I am afraid I have one or two questions
to go through so bear with me, if you would not mind. Could I
start off my asking you to give me your correct title when you
were working for Transfer Technology in 1990 or 1991?
MR DAVIS: Sorry, could you give me the dates again?
MS FILKIN: The time in question; 1990, 1991.
MR DAVIS: With Transfer Technology Ltd I would have
been the finance director.
MS FILKIN: That is lovely. Thank you. Were you a
shareholder at the time?
MR DAVIS: No.
MS FILKIN: Just for the record so I have it absolutely
correct, what is your correct title now in your present role?
MR DAVIS: Financial controller.
MS FILKIN: For?
MR DAVIS: Financial controller.
MS FILKIN: For?
MR DAVIS: Colin Mear Engineering Ltd.
MS FILKIN: Could you spell that for me so I have
it right?
MR DAVIS: That is C-O-L-I-N M-E-A-R.
MS FILKIN: Engineering?
MR DAVIS: Yes.
MS FILKIN: Thank you very much. I think you know
what I am about. I am carrying out an inquiry on behalf of Parliament
into what Mr Robinson said to Parliament through the Standards
& Privileges Committee in 1998. The complaint I have to deal
with is the complaint which said he misled that Committee, so
that is what I have to look at.
MR DAVIS: Right.
MS FILKIN: What happens in companies which Mr Robinson
was involved with, or what your role was, other than in relation
to Mr Robinson, are not my affair, and I am not looking into any
matter concerned with you.
MR DAVIS: Right.
MS FILKIN: What I am doing is ---
MR DAVIS: That is good!
MS FILKIN: What I am doing is looking into the matter
of whether or not Mr Robinson did tell the truth, as he knew
it at the time of course. He may know other things
now, and whether indeed that was all there was to the story. Could
I start off by asking you what the plans were for Transfer Technology
in December 1990. I believe there had been proposals to sell it.
Can you recall what those plans were?
MR DAVIS: We were actively pursuing a plan to merge
with Central & Shearwood plc.
MS FILKIN: Right. Had the decision actually been
taken by December 1990 to sell it to Central & Shearwood?
MR DAVIS: You know, I am not completely sure of the
dates, but I would think there were heads of agreement if there
was not a formal agreement.
MS FILKIN: Thank you. What was the relationship between
those two companies at that time?
MR DAVIS: No relationship other than the fact I believe
Geoffrey was chairman of both sets of interests.
MS FILKIN: Yes. He owned Transfer Technology and
he had shareholdings - did he? - in Central & Shearwood.
MR DAVIS: That is not within my knowledge.
MS FILKIN: No. Right. At that time, that is December
1990, when those negotiations were under way, can you recall whether
there were any major outstanding debts at Transfer Technology
at that time?
MR DAVIS: That is so long ago that I would be speculating
trying to come up with any specifics.
MS FILKIN: Were there any major debts which were
of concern in relation to that sale?
MR DAVIS: There was an indebtedness from - yes, that
is right - another of Geoffrey's companies, with Roll Centre in
the States, which obviously could not go forward into a plc.
MS FILKIN: Explain that to me. Why could it not go
forward into a plc?
MR DAVIS: Because it would have amounted to, been
tantamount to, a loan to a director.
MS FILKIN: Yes. Thank you. Can you recall about how
much that debt was at that time?
MR DAVIS: I am only going on the figures I have seen
from the ledger that I discovered and certain papers I have seen
since. I believe it is 350,000, there or thereabouts.
MS FILKIN: I have seen what it sounds as if you have
seen, the long-form report prepared by PWC.
MR DAVIS: I never actually saw the full long-form
report, believe it or not.
MS FILKIN: Right.
MR DAVIS: I may have seen the same extract as you.
MS FILKIN: Yes. It is from there I get the information
but by the time that was prepared there was an outstanding debt
still from Roll Centre. Can you recall what had created that debt?
MR DAVIS: This was sort of operating cash for operating
purposes, plus the balance on a piece of equipment we had supplied.
MS FILKIN: Can you remember how much each was?
MR DAVIS: I am getting a split of about 150, 200
in my mind. 150 on the machine, I think.
MS FILKIN: That was still outstanding?
MR DAVIS: Yes.
MS FILKIN: You have explained to me why it was necessary
to get that debt paid off at that time, while those negotiations
were going on, so whom did you discuss that debt with at the time
and whom did you discuss what the process was going to be to get
that debt paid off?
MR DAVIS: I do not know whether I pointed this out
to Brenda Price or to Geoffrey.
MS FILKIN: But you pointed it out to one or other
of them, that it was an issue?
MR DAVIS: Yes, that it would be an on-going problem
to them.
MS FILKIN: What was their response?
MR DAVIS: I cannot recollect any direct response
at that time.
MS FILKIN: Did Mr Robinson say he would get it settled
or he would do anything to deal with it himself?
MR DAVIS: Probably I got the usual response, "Don't
worry about it".
MS FILKIN: I see! Did you approach anyone else, anybody
else at Roll Centre, for example, to settle the debt?
MR DAVIS: No.
MS FILKIN: So it was just Geoffrey or his PA?
MR DAVIS: Yes.
MS FILKIN: Yes. Can you recall whether anybody at
any point did offer to settle that debt?
MR DAVIS: No recollection at all.
MS FILKIN: So he did not suggest, other than saying
you are not to worry, who might settle the debt?
MR DAVIS: No, I do not think so at the time, no.
MS FILKIN: In addition to that outstanding debt to
Roll Centre, were there any other major debts at that time?
MR DAVIS: They would only have been trading debts.
MS FILKIN: What about the outstanding bill for management
services to Lock, the Hollis subsidiary?
MR DAVIS: There was not an outstanding bill for management
services from Lock.
MS FILKIN: What makes you say that?
MR DAVIS: Because when Geoffrey mooted this and I
refer to the point made in my affidavit, I have no recollection
of an invoice being raised for that. My memory on that is further
strengthened by the fact that if we had had, shall we say, exceptional/non-recurring
income within our income for that year, with Geoffrey's - shall
we say, the terms on which the merger was to take place being
based on a multiple of earnings - I think this is an item which
Coopers in their long-form report would have drawn attention to.
MS FILKIN: Did you know that a proposal and agreement
to provide those management services from Transfer Technology
had to be made and that some services had been provided by Transfer
Technology?
MR DAVIS: I am not aware of any agreement.
MS FILKIN: Or any services?
MR DAVIS: I am aware we have assisted them with some
electronic advice on a number of occasions.
MS FILKIN: So you cannot tell me whether that anticipated
fee --- What you are telling me, as I understand it, is that that
anticipated fee which Mr Robinson anticipated, as far as you know,
was not for services provided by Transfer Technology?
MR DAVIS: As I say, if you look at my affidavit he
did say to me on one occasion, "I think they ought to pay
something", and that, to be perfectly honest, was the last
I heard of it.
MS FILKIN: Thank you. Were you aware that Geoffrey
Robinson had raised an invoice for those services with TransTec's
name on the top of it on 24th October 1990?
MR DAVIS: Sorry, can you say that to me again?
MS FILKIN: Were you aware at the time, that is in
December 1990, that Geoffrey Robinson had raised an invoice for
services on 24th October 1990 with the payee stated as Transfer
Technology?
MR DAVIS: No, I was not made aware of that until
two years ago.
MS FILKIN: Thank you. So he did not at any time make
you aware that he had requested that fee of £200,000 ----
MR DAVIS: Not to the best of my knowledge and belief.
MS FILKIN: Prior to December 1990, would a sum of
£200,000 coming into the company have been regarded as a
large sum for that company?
MR DAVIS: Not particularly. Most of the contracts
---- I mean we had £1 million contracts, we had £200,000
machinery sales. The subsidiary was regularly billing quarter
of million sums, so it was not an unusual amount from my recollection.
MS FILKIN: You are, I believe, aware that a payment
of £200,000 did come into Transfer Technology in December
1990 ---
MR DAVIS: That I cannot deny because I was the person
who discovered it.
MS FILKIN: Quite. What do you think that payment
was for?
MR DAVIS: That payment was treated as a reduction
of the Roll Centre debt.
MS FILKIN: Why was it treated in that way?
MR DAVIS: Because I am presuming at the time it must
have been funds introduced, either repaid by the Roll Centre or
from Geoffrey's resources, which we used to, shall we say, bring
the debt down to the amount of the trading items so, shall we
say, my earlier worries or fears potentially about going into
a plc with a debt due from a company which is in the sole ownership
of one of its directors could be avoided. The exact source of
that cash I just cannot recollect.
MS FILKIN: So you are saying to me you cannot recall
who made it but it must have been somebody who was trying to reduce
the Roll Centre debt.
MR DAVIS: Or Geoffrey, yes.
MS FILKIN: Or Geoffrey Robinson.
MR DAVIS: Called-in the debt or ----
MS FILKIN: Yes.
MR DAVIS: I spent three hours on this one with the
DTI and, to be perfectly honest, I cannot recollect.
MS FILKIN: The date in the accounts is given as 10th
December, whereas the date on the nominal ledger gives 30th December.
What do you make of that discrepancy?
MR DAVIS: I cannot answer for the date. You say "the
date in the accounts", which accounts?
MS FILKIN: It is a schedule produced by PWC which
looks as if that is the date on which it is entered somewhere
in the books of Transfer Technology.
MR DAVIS: Yes.
MS FILKIN: Could that have been entered by you, having
been told by Mr Robinson that that cheque was coming in to settle
that debt, rather than when it actually arrived?
MR DAVIS: I could not really say that any more. I
do not know. I would normally have put the date on as it appeared
on the bank statement, to be quite honest, but the exact ----
To be perfectly frank with you, when I discovered this transaction
it, shall we say, came as a --- I just had no recollection of
it until I came across it. The point about exact dates ---- If
I could have found the cash book, I could have resolved all of
this, but the date in the nominal is just the date it was ---
it could even be the date it was posted.
MS FILKIN: Fine. So you are saying ---
MR DAVIS: I cannot ascribe any ----
MS FILKIN: Particular ----
MR DAVIS: ---- importance to the date which may appear
in that ledger.
MS FILKIN: Yes. Now that you have had these pieces
of information brought to your attention and you now know what
is available, can you give me any other information which would
enable me to understand these events? What is your opinion about
what happened and what the sequence of events was?
MR DAVIS: I have no opinion on it. I have given the
facts as I can recollect them. As I have said to the DTI repeatedly,
I stand by the fact the company did not receive a management fee,
there was a receipt for £200,000 which I was the unfortunate
person to have discovered, and for me to speculate on the ultimate
source of that would be unfair to your investigations and to any
parties involved, because that is all it would be at this stage,
speculation. This all happened ten, eleven, years ago, an episode
of my life I closed the book on and, to be quite honest, it keeps
rearing its head and I just wish it would go away.
MS FILKIN: I am sure.
MR DAVIS: I cannot make it go away!
MS FILKIN: I do understand.
MR DAVIS: I could give you a very --- in respect
for my position, I could give you a very simple and easy answer
to this which would make my life very much simpler and you would
go away, but I cannot do that because I do not believe that any
answer I give would necessarily be the correct one. I have been
consistent on this through all the DTI phone calls, and they came
down here to see me, I would love to be able to give you a positive
answer but I cannot. It is not being evasive it is just that my
recollection is insufficient for me to venture an opinion.
MS FILKIN: But I am correct from your earlier answers
that you are convinced that this was a payment to reduce that
Roll Centre debt?
MR DAVIS: That is how I treated it accounting-wise,
yes. It was not treated as income in the books of Transfer Technology.
MS FILKIN: Thank you very much. You will forgive
me asking the question I now have to ask you but I am sure you
will understand why I have to, if necessary will you be willing
to repeat on oath all the things you have said to me in front
of the Standards & Privileges Committee of the House of Commons?
MR DAVIS: I am not prepared to go public.
MS FILKIN: I am sorry?
MR DAVIS: Would that be in private or in public?
MS FILKIN: All the information given to an inquiry
in the House of Commons is eventually published in a report.
MR DAVIS: What I do not want is the press hanging
round.
MS FILKIN: Of course not, but the Standards &
Privileges Committee, as you know, has the powers to require anybody
to appear before it, so it can require you to appear. The question
I was asking you was, if they do require you to appear before
them, will you be willing to give the information you have given
to me on oath?
MR DAVIS: I believe so, yes.
MS FILKIN: Thank you. It is, I am sure you understand,
a matter of formality that I have to ask you that. I am very,
very grateful to you for taking your time. What I will now do
is have a tape made of what you have said to me, I will send you
a copy. If you would like to read it carefully and correct it
if anything is incorrect ---
MR DAVIS: You will send me a transcript, will you?
MS FILKIN: Yes, --- or add anything which you believe
will make it clearer, or if there are breaks in the tape, which
sometimes there are, if you would fill them in. If I could trouble
you to get that back to me as fast as possible, I would be most
grateful, because ---
MR DAVIS: I understand you are ----
MS FILKIN: I am trying to clear it for the election,
yes.
MR DAVIS: The sooner it is cleared, the sooner I
shall be happy!
MS FILKIN: Of course. Mr Davis, can you tell me which
address I ought to send it to?
MR DAVIS: When will you have that available?
MS FILKIN: I hope within two days.
MR DAVIS: If you send that to my Solihull address,
I shall be there again on Thursday.
MS FILKIN: That is * * *?
MR DAVIS: Yes. I can get that back to you ---
MS FILKIN: Could you remind me of the number * *
*?
MR DAVIS: * * *.
MS FILKIN: * * *, Solihull.
MR DAVIS: Yes.
MS FILKIN: Thank you very much indeed, Mr Davis.
I will get that off to you as fast as we can.
MR DAVIS: Okay.
MS FILKIN: Thanks a lot. Goodbye.
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