Disclosure: I own shares in one or more of the stocks mentioned. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.
Hard questions are being asked about a series of loan arrangements to company directors whereby they hand over shares they own in their own companies as security for loans. In three cases the lender has been announced to be Equities First Limited LLC. In another two the lender is not named so we will just have to wait to find that out.
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Comments
Mike
Share prophets, look, tw thinks that qpp an aim stinks, ok, but this was the same fucking moron that was advising investors to buy avanti communications at £ 6 , I like honest research but, Wtf.
rob
Come, only five? A quick look around will find many more and not just on AIM. Heres one for starters as I could not be bothered posting the others. In case the link does not work check the OPAY RNS dated 01/04/2014 17:00. Anyway I’m not sure there is anything actually wrong in it as you also state. Its quite prevalent on FTSE 100/250s as well
http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/11911459.html
NIgel Somerville
Rob – many thanks. I tried a whole bunch of Google search terms but didn’t pull up all that many: it was too obvious for words that there would be more of this. Any more, please post away….all much appreciated
Paul Scott
Good article, thanks Nigel.
I’ve looked at the CBUY announcement of 27 Oct 2014, and the wording looks very similar (but not identical) to the QPP, IQE, and others, which suggests to me that it’s very likely to be another Equities First Holdings deal.
It appears that Directors are actually transferring the physical shares to EFH under these deals. That is therefore a disposal of the shares, with a non-binding agreement for the Director to repurchase them three years later. So the transaction should be reported to the market as a Director disposal.
Thank you for highlighting this area. It stinks to high heaven, in my opinion.
Regards, Paul.
Rob
Relying on Google for research? Just have to ask people. Been going on for ages, again there is nothing legally or otherwise wrong. Do recall several major players doing it on an regular basis but more in the days when they were not obliged to report it.
nigel somerville
Rob – if there is nothing legally wrong, why has QPP ‘clarified’ that the ‘loan’ is in fact a sale and repurchasing agreement?
Paul – thank you for the kind comments. Perhaps CBUY will clarify too. Effectively we have a rolling short for the advantage of the management if this is what CBUY is up to. Bargepole, as you might suggest!
And meanwhile AIM allows EFH to sponsor its awards, and provide one of the judges. These awards are supposed to celebrate all that is the best of AIM. I dread to think what the worst is….
dirty shillings!
Ben Turney
Paul S is spot on, these arrangements surely count as director disposals, as defined in the AIM rules. Excellent article Nigel, this is another scandal waiting to happen
nigel somerville
Ben – no waiting: it is happening!!
SD
A very helpful article. However, the bit that puzzles me in the latest announcement is that it says the directors are “contractually committed” in two years to buy back the shares sold at the price at which they sold to EFL. I am struggling to see why this could/would not be enforced (your article assumes this is not enforceable and knowledgeable people such as PS seem to believe the loan is non recourse). One peculiarity if it is enforceable is that EFL could demand repayment of the loan even in the (highly likely) scenario it has sold the shares assuming they will fall and have effectively repaid its own loan. Seemingly it could, in addition, require the directors to buy shares off it at the 69p (or is it 67p price?) and go get those shares in the market at its current market price (say 0p). In this scenario EFL makes a killing. Why would EFL not do this? Why would directors sign up to a transaction where this could happen? Overall I am still not sure RT and crew have (over the two year period) bailed out (although they have now admitted to selling their shares on 5th Nov) – although with any QPP announcement pays to be intensely suspicious. Can anyone clarify this point?
Incidentally they have not updated the holdings on their website (rule 26 requirement).
Libero
That’s absolutely shocking – the FCA ought to do something and, seeing as they won’t, there needs to be a new regulator specifically for this sort of thing.
Ben Turney
@SD – The AIM Rule 26 Disclosure on a company’s website needs only be updated every 6 months