1. This Memorandum deals with a number of allegations set out in two letters from Mr Francis Maude.

Letter of 27 July (Annex A attached)

2. In this letter Mr Maude outlined two complaints:

(i) that after registering his directorship of Yamato Lock Inspection Systems Ltd in 1994, Mr Robinson deleted this entry from the following edition of the Register showing Members' interests as at 31 January 1995, but did not shed his directorship until 16 February 1995


(ii) that Mr Robinson failed to declare his registrable shareholding in and directorship of Stenbell Ltd in the published Registers for March 1996 and January 1997.

Letter of 28 July

3. In this letter Mr Maude alleged that Mr Robinson had failed to register relevant directorships and shareholdings in two Italian property companies: the 'Castello Mucchio—Villa Robinson Geoffrey & C-SRS' (set up in 1992) and the 'Borgo Mucchio Di Sotto SRL' (set up in 1994). Mr Maude's letter and accompanying documents are at Annex B.

4. I will deal with these allegations in turn.

YAMATO LOCK INSPECTION SYSTEMS LTD

5. The facts are not in dispute. Mr Robinson correctly registered his directorship of Yamato Lock Inspection Systems Ltd on 13 January 1994 (i.e. for the published Register as at 31 January 1994). This was required not because the directorship was remunerated but because it was an associated company of TransTec PLC from which he received remuneration—a new requirement to include associated companies introduced for that Register. Mr Robinson notified the Registrar on 15 January 1995 that the directorship should be omitted from the Register as at 31 January 1995. Company records supplied by Mr Maude showed that his resignation took effect from 16 February 1995.

6. Mr Robinson's explanation for the discrepancy is contained in his letter of 12 October, together with a letter of 25 September from Mr Ron Codrington, the Company Secretary of TransTec.. Mr Robinson's letter and enclosures are at Annex C. Briefly the position is as follows.

— Yamato Lock Inspection Systems Ltd was a TransTec company manufacturing electronic metal detection equipment. Under a joint venture agreement with a Japanese company, Yamato Scale, Mr Robinson was TransTec's nominee as Chairman, alternating that position with a nominee of Yamato.


— On 12 August 1994 the joint venture was terminated; Yamato Scale transferred its shareholding to TransTec; and on that date the company changed its name to Lock Inspection Sytems Ltd, a wholly owned subsidiary of TransTec Plc.


— Mr Robinson says that, after the termination of the joint venture, he arranged to stay on for a short period to provide continuity with the new TransTec directors but stated his intention to resign at the end of the year.


— Mr Codrington confirms that, from November 1994, Mr Robinson, as non-executive Chairman of TransTec, no longer held any effective role in Lock. His recollection is that the preparation and delivery of a resignation document for Mr Robinson to sign was only held up because of the unusually heavy workload at the end of the year associated with numerous appointments and resignations to and from the subsidiaries in the Group.

7. In the light of this explanation, I have no reason to believe that Mr Robinson deliberately misled the Registrar in asking for the deletion of his Lock directorship on 15 January 1995. He believed his resignation was imminent. Had the documentation been completed by 31 January 1995, his entry would have been correct. As it was, his formal resignation took effect 16 days later. I regard this as a technical breach of the rules only.

STENBELL LTD

8. Mr Robinson acquired one of two shares in Stenbell Ltd on 28 February 1996. Since this clearly exceeded 1 per cent of the issued share capital, this should have been declared in the Registers as at 31 March 1996 and 31 January 1997. It was first declared in the Register as at 31 October 1997 following advice I gave him that any shareholdings he retained should be registered even though, under Ministerial rules, these had been placed in a blind trust.

9. Mr Robinson has subsequently told me that Stenbell was a company used to provide administrative services for other associated companies, notably the New Statesman. It was also the vehicle through which a rights issue to which Mr Robinson was entitled was acquired and subsequently sold to the Orion Trust, of which Mr Robinson and his family are discretionary beneficiaries. He had not thought of this as a trading company.

10. It was therefore an oversight that his shareholding in Stenbell Ltd was not declared in the Registers at 31 March 1996 and 31 January 1997. When this omission came to his attention in October 1997 he immediately arranged for a suitable entry in the Register.

11. This company was clearly trading in the sense defined by the Guide to the Rules relating to the Conduct of Members i.e. it was engaged in transactions additional to those required by law to keep it in being. I therefore agree with Mr Maude that this delay in registration was a breach of the rules under which registration is required within 4 weeks of an interest being acquired. The directorship was not remunerated and is therefore not registrable.

ITALIAN PROPERTY COMPANIES

12. In his letter of 28 July (Annex B) Mr Maude claims that the accompanying documents from the Chamber of Commerce, Industry and Agriculture of Siena indicate that the aims of the two companies involved were plainly commercial and that neither was solely involved in the provision of a residential home for Mr Robinson.