Monday 21 May 2018 | ShareProphets: The one stop source for breaking news, expert analysis, and podcasts on fast-moving AIM and LSE listed shares
I have wondered why a former president/CEO/chairman of Pheonix Technologies would take a board seat at AIM-listed Tern plc (TERN) for quite some time. In fact, since his appointment at Tern I have wondered what Al Sisto was doing there with such a high-flying career. What on earth would someone with a CV like that be doing as a director of a small AIM-listed tiddler? Of course, since his appointment he has moved up the ladder and is now CEO and filled in as an interim Chairman too. But an ex-boss of mighty Phoenix?
I said the other day that following the £1.75 million placing at 18.5p (a 30% discount) last week it looked as though Tern plc (TERN) had enough cash to see it through for the time being. But I’ve been looking through the FY17 Annual Report and now I’m not so sure. In fact I am sure it does not have enough cash. Its portfolio of investee companies looks a shambles and it seems that Tern has been paying some of its investees’ bills. Quite how auditor Grant Thornton thought the company fit to pass as a Going Concern is a mystery to me.
I have to hand it to Al Sisto, CEO of AIM-listed Tern plc (TERN). Down at 2p not so long ago, the shares are riding high at 26p and now he’s got the placing I have been predicting away at 18.5p for £1.75 million. It kind of begs the question of what on earth the company was doing with a death spiral in place before the latest lift-off commenced. But a placing 18.5p with the shares having closed last week at 26.6p is quite a discount – 30%. And who is this single institutional shareholder?
Tern (TERN) is, of course, the bete noire of our own Nigel Somerville. It has also be THE AIM wonder stock of the past week. So what exactly did Bruce Leith say at UK Investor Show. Enjoy.
AIM-listed Tern (TERN) has seen its shares absolutely rocket – they are almost ten times the low-point notched up whilst the death spiral (with an un-named funder) was running. Meanwhile I have been called lots of names by some nice person on twitter who seems to think I am calling the shares short. A pity they are not a ShareProphets subscriber….
Well I’m glad I removed AIM-listed Tern plc (TERN) from my list of slam-dunk sells for 2018 when the company announced it had binned its death spiral, and instead raised cash from a placing. I still don’t think it has enough cash, but apparently the market disagrees and the share have shot massively higher – from a low point of just over 2p in February, 4p by the end of March and now they sit at 9.85p (having peaked at 11.25p). What of the value of the investment?
AIM-listed investment company Tern plc (TERN) announced its full year numbers for last year. It is not quite the record-breaking speed of previous years, but getting them out before the end of March isn’t a bad effort. However….well, there are the excuses and then there is cash.
AIM-listed jam tomorrow investment company Tern plc (TERN) has announced that its principal investee company, Device Authority, has a new strategic partner in the form of NSE-listed (National Stock Exchange of India, not the NYSE!) Larsen & Toubro Limited. It looks like a big player but…..
AIM-listed Tern (TERN) has announced a placing this morning, raising £650,000 (gross) at 2.55p, and that it has terminated its death spiral facility with immediate effect. This is very good news indeed. I don’t suppose shareholders will be feeling the love just yet, given the destruction of Tern’s share price since last summer, but at least the rot seems to have been stopped.
I have to say I’m puzzled by this morning’s announcement from AIM-listed Tern (TERN) regarding the proposed (and so far failed) funding round for Device Authority via US Capital Markets. Silly old me, I thought it was dead in the water – after all, an outfit called USCIM Fund XXXIII Device Authority LLC has been dissolved. I can’t find a replacement.
Having warned back on 7th November that AIM-listed Tern (TERN) was heading into the perfect storm, I note that the shares are now just 2.75p as against 4.375p then. We are just 3/8 of the way through converting the company’s death spiral facility whose identity is not disclosed, its principal investee hasn’t raised a bean via US Capital Partners, Tern has had to pony up more cash to it (having given a clear signal of cashflow the other way). And now we learn that Device Authority has seen 2017 revenues impacted by delays in both customer implementation schedules and customer restructuring. It never rains when it pours….
Shares in Tern (TERN) are today off by 9% at a 2.75p offer after news of the latest conversion of death spiral loan note. There is more on that to come and that may well see the shares fall sharply from here. But there was another route.
AIM-listed Tern (TERN) has announced that it has drawn the second tranche of its death spiral loan early. The first tranche saw Tern’s stock marched down from over 5p to as low as just 1.75p. The starting point for tranche two is just under 3p and the shares have already notched up a low of 2.125p, although they have recovered to 2.5p as I write.
AIM-listed Tern has announced a further funding round for its biggest investee, Device Authority, totalling “up to” $1.7 million in the form of loans from existing shareholders. Tern is up for $720,000 of that, on top of the $150,000 announced at the back end of November. Whatever else, the proposed $10 million fundraise by DA which would have seen Tern get back $2 million looks to be dead in the water.
AIM-listed Tern plc (TERN) has announced a follow-on investment into InVMA totalling £125,000 to add to its previous investment of £250,000. All very well, but what happened to the expected follow-on of £250,000 at the end of October? It seems to be almost two months late, and only half the money. Why might that be?
AIM-listed Tern plc (TERN) seems to be a good few steps ahead of fellow AIM-listed UK Oil and Gas (UKOG) in the self-inflicted terminal slide as a result of signing up to a death spiral funding package. Indeed , on the day Tern announced the deal the shares collapsed from over 5p to under 4p. They now languish at 2.625p mid: Impressive stuff – unless you are a shareholder.
AIM-listed Tern plc (TERN) seems to have a spot of explaining to do – or, more particularly, its CEO Al Sisto. I refer to the presentation on the website of US Capital Partners in relation to the (so far failed) attempted fundraise by Tern’s principal investee Device Authority.
Shares in AIM-listed Tern (TERN) seem to have stabilised after the bloodbath of last week, at 2.875p in the middle – having started last week at 4.5p and only in mid-August having completed a hugely discounted placing via Primary Bid at 6.6p. Ouch. This is all in response to the RNS last week announcing that it had signed up for death spiral funding. Yesterday, at 11am, Tern announced that was to issue 800,000 shares from the exercise of a warrant at 3p, and Alliance News picked up the story that Tern Issues New Shares Above Current Share Price To Settle Warrants. Don’t be fooled….
I note the comments made by Cynical Bear as he analysed the stonking collapse in the shares of AIM-listed Tern (TERN) and wondered if this would be the worst ever example of the death spiral. It seemed that there was little untoward in the disclosed details of the funding package, but there is one omission which leaves me thinking that the collapse is set to continue.
I must admit to having a slightly morbid fascination with the various death spiral variants. They all look so similar on the face of it but the devil is in the detail and although the one announced by Tern (TERN) on Thursday looks harmless enough, it could easily crucify the share price, much more so than has been seen already.
AIM-listed Tern plc (TERN) has issued a portfolio update RNS this morning, but that is not the story. It waxes lyrical about how well Device Authority is doing – but what about the $10m fundraising? Step forward the Statement Re Issue of Convertible Unsecured Loan Notes and Loan To Device Authority for that is where the real beef is. It’s not pretty.
AIM-listed and perennial jam tomorrow Internet of Things (IoT) investment company Tern plc (TERN) released a TR-1 this morning, showing that former (and now fully departed) Chairman Angus Forrest has been dumping his shares. The stock has slipped a little on the news, but not enough to make me think that the full significance of this selling has really been appreciated by the market.
Cynical Bear suggested last week that all was not well with the attempted fundraising by Tern plc (TERN) principal investment Device Authority. Not surprising really, since the funding round is being conducted at a whopping premium to the value of Tern’s holding implied by its share price - investors who were convinced would be better off simply buying Tern stock. He also wondered what has happened to Tern’s investment in new portfolio member InVMA, into which Tern was supposed to be pumping a further £250,000 by 31 October. It is now November 7th and there has been no update. Why?
I saw that Tern (TERN) was one of the biggest fallers yesterday down almost 18% to 5.25p. However, having revisited the information related to the Device Authority funding, it seems to me that it could drop far lower than that and very quickly indeed as and when it becomes clear that Device Authority is a busted flush.
It’s not much to ask for any AIM-listed company to get its Companies House filings right, and consistent with its RNSs, is it? But then AIM-listed Tern plc (TERN) has had a few issues with this in the past. So, Tern, when did Richard Turner join the board?
Having taken another look at the website of US Capital Partners (who are raising cash for Device Authority Ltd, currently majority ownerd by AIM-listed Tern plc) I see the sale is now advertised. I note also that (on time) Device Authority Ltd has itself filed account for 2016. Now in theory, one would have thought the numbers would bear some form of resemblance….after all, they are for the same company in the same period. So what gives?
Well, well, well: last Friday I suggested that the fundraise advertised by Tern in an RNS dated 11 August which was expected to reach $2.5 million at first close by the end of September appeared to have run into some difficulty. A week later Tern has finally got arround to confessing that first close is now expected to be during October. It seems that the company still needs a bit of help from ShareProphets Nomad Services.
AIM-listed Tern plc (TERN) has announced that a new synergistic investment into InVMA, a key strategic partner for Device Authority. All well and good, but where is the money coming from?
Some while back – on the 11 August – AIM-listed investment company Tern (TERN) offered up details of a proposed fundraising for its majority-owned investee Device Authority. We were told that a term sheet had been signed with US Capital Partners to raise new equity based on a pre-money valuation of $36 million, and that first close was expected to be in September, with a minimum subscription of $2.5 million. So why is there no mention of any of this on the website of US Capital Partners?
AIM-listed jam tomorrow IoT investment company Tern plc (TERN) was pleased to announce its interim results to the end of June 2017. The company may have been pleased, but with the shares currently off by 17% clearly the market isn’t.
After-hours yesterday AIM-listed Tern plc (TERN) announced two fundraisings – one via Primary Bid for its own coffers and the other a proposed offering via US broker US Capital Partners for its investee company Device Authority. Let’s compare the two.
On Friday at 4.30 Tern (TERN) announced that it was raising £300,000 on a first come first served basis via PrimaryBid. It would perhaps be fair to say that our extensive coverage of this company has not been universally bullish.
Having read Tern’s update on Device Authority and Nigel’s take on it HERE, I wonder whether there is a bit more to say as on a further re-read, I actually think that Al Sisto, Tern’s CEO, is admitting to all that the current share price is massively overvalued and shareholders should be heading for the door. Sounds like sage advice to me.
AIM listed Tern (TERN) has announced couple of bits of news this morning. The heads of terms for the acquisition of Wyld Research for its flexiOps investee company may or may not be of interest, but for £75,000 (vs £9.8m market cap for Tern) it will be a while before we can judge. In any case, the last share issue Wyld was at £35.97 per share, capitalising it at over £400,000, so £75,000 looks a bit thin. Who knows, maybe it was a bargain – or maybe it was in trouble. Of greater interest is the other announcement, which details a patent valuation for Device Authority.
In this video from the storming success that was the 2017 UK Investor Show, Albert E Sisto, CEO of Tern Plc (TERN), is at the podium. And make sure that you keep April 21 2018 free for next year's UK Investor Show.
Tom Winnifrith asked a few questions earlier this morning as to why there was so little disclosure in the FY16 Accounts of AIM-listed Tern plc (TERN) in relation to the financial performance of its flagship investee company Device Authority Ltd, especially since Device Authority represents almost 100% of Tern’s investment portfolio. I have another question: why does it appear that Tern is paying the audit fees of Device Authority?
Given that Device Authority Limited represents almost 100% of Tern’s (TERN) investment portfolio and thus is very material to investment performance and its share price why is there so little financial disclosure about the performance of Device Authority in accounts of Tern Plc? In terms of potential excuses that Tern might offer;
AIM-listed investment company Tern plc (TERN) released its results for calendar 2016 on Friday. On the face of it the numbers, delivered with commendable speed, were excellent and with the shares up by 14.5% on the day the market seemed to like what it saw. But I wonder just how hard the numbers really are.
You have to hand it to AIM-listed jam-tomorrow investment company Tern plc (TERN), this morning’s disposal news is a cracking outcome. Having bought a few bits of the now defunct Flexiant business out of administration over the summer for £75,000 we are told today that one of the divisions has been sold for $500,000. That is on top of a previously reported (in excess of) £90,000 of unpaid bills which were chased up. The only puzzle is why shares in Tern have slipped on the news, albeit only by a small amount at time of writing. Why the disappointment?!
As a rule, as I have pointed out before, the stocks most talked about on bulletin boards make appalling investments. Gulf Keystone (GKP) is a good example of this and Tern (TERN) the pretender to the Gulf throne is also a case in point.
Tern (TERN) has today announced that it has invested another £2 million into Device Authority. We wish it well but can it be guaranteed to pick good investments. Let's have a butchers at Push Technology Limited.
AIM-listed jam-tomorrow investment company Tern plc (TERN) has a few strings to its bow beyond subsidiary (or is it investee?) Device Authority, formerly known as Cryptosoft. One might wonder at the valuation of that one – see HERE – but the other bits and pieces of investments are the (thus far) less than entirely successful Flexiant which is in administration, Push Technology and Seal Software.
We have challenged Tern (TERN) repeatedly on the basis of its valuations of its investments previously. Well now we have accounts out for its major investment, Device Authority.
Anyone who was buying shares over the last few days in AIM-listed jam-tomorrow investment company Tern plc (TERN) has just been spanked in pretty spectacular style this morning. With the shares having traded as high as 14p just last week, this morning saw a placing to raise £2.55 million (gross) at a whopping 36% discount to yesterday’s closing bid price – and a 50% discount to the peak of last week. Tern seems to be in a bit of a downward spiral with regard to its confetti issues – the previous two placings were at 8p and then 12p.
I’m a bit confused by this morning’s RNS from Tern plc (TERN) which announces a contract for its “subsidiary” Device Authority. News of $300,000 heading into the coffers of the former Cryptosoft entity over the next three years will be viewed as most welcome by Tern’s shareholders.
Tern (TERN) is very excited about Device Authority which it values at £7,144,288 which represents over 98% of the net assets of the company. So Tern’s credibility when valuing investments is important. So let’s have a look at its historic track record.
Tern plc (TERN) investee company Cryptosoft Ltd as was (now Device Authority Ltd) has filed its accounts for the fifteen-and-a-bit months to Dec 2015 and the picture painted is not pretty. Nor is the cross-match (or lack of it) to the accounts of (then) majority owner Tern plc. Call me a pedant, but surely the investment by Tern into the share capital of Cryptosoft at period end should not exceed the total of share capital and share premium, should it? Oh, and then there were a few balance sheet issues.
This morning AIM-listed jam-tomorrow investment company Tern plc (TERN) released an RNS bearing the title “Issue of Equity”, with the text starting with the subtitle “Exercise of Warrants”. All rather routine you would think (well, usually) and one might think that there was little to get excited about from an RNS announcing the exercise of 198,151 warrants at 2p a pop. I suppose that if I owned those warrants, I’d probably be fairly excited about getting around £20,000 of stock for around £4,000 but in the context of approx. 79 million shares in issue it’s not a hill of beans for the company. Oh, er, hang on….what’s this:
AIM-listed jam-tomorrow investment company Tern plc (TERN) released its interims to June 30 2016 this morning. Once again the company has to be commended on the speed with which it gets its numbers out. As expected there is a large paper profit, no cash and the promise of future dividends despite a lack of cash and hefty retained losses. As to the profit…..
AIM-listed jam-tomorrow investment company Tern plc (TERN) has released an upbeat statement regarding its recent purchase of Flexiant assets out of administration. I’m sure this has nothing to do with shoring up a flagging share price as it threatens to drop below the 8p placing price announced two days ago.
AIM-listed jam-tomorrow investment company Tern plc (TERN) has announced yet another fundraising this morning – this time at just 8p per share, raising £0.525 million. That won’t have gone down too well with those who ponied up at 12p back in February when the company raked in £1.1 million, or those who contributed to the £0.72 million placing at 12p last August.
For all of yesterday’s ramping over Device Authority (formerly Cryptosoft) a big question mark is being hoisted over AIM-listed investment company Tern plc (TERN) after the arrival of some confidential documents at Deputy Sheriff Towers. It appears that Tern has been somewhat tardy with ‘fessing up to losses on its first investment, Flexiant Corporation Ltd. Oh dear….this looks poor. Very poor indeed.
AIM-listed investment company Tern plc (TERN) updated the market this morning that its acquisition of some bits of Flexiant Ltd which was all off a few days ago has now completed – in the form of a purchase from the administrators. But a previous investment into the parent has been written off. Ouch.
This morning AIM-listed investment company Tern (TERN) released an RNS entitled “Acquisition”. In fact the news was that the previously announced acquisition on Flexiant Ltd is all off, at least for now. This raises a few questions.
On Thursday of last week AIM-listed investment company Tern (TERN) announced the acquisition of Flexiant Limited. It looks a bit of a complex deal, but the question in my mind is what Tern has actually bought? And since Tern already has a holding in the parent company of Flexiant, how does it leave that looking?
Nigel Somerville resisted the urge to heckle his "good friend" Angus Forrest of Tern (TERN) who - to his very real credit - bravely attended the UK Investor Show and even popped in to hear me present on why Chris Oil should go to jail. To see why Angus believes Tern shares are cheap, watch the video below
Following on from Nigel’s piece yesterday (HERE), I thought I’d dig into the acquisition a bit further as it’s got a slight whiff of Rob Terry or Doug Ware about it.
Peterhouse, house broker to AIM-listed Tern plc (TERN), yesterday released a note following the announcement of a deal in which Tern’s principal investee company Cryptosoft had acquired the US-based Device Authority Inc in an all-paper deal.
I really am not sure that I believe a word of it or even understand half of it but in the interests of balance here is a note out today from the house broker to Tern (TERN), Peterhouse. The house broker is, shall we say, not always regarded as impartial. But at least its enthusiasm will annoy Nigel Somerville.
This morning saw AIM-listed investment company Tern plc (TERN) release a terribly exciting RNS. Lots of buzzwords: IoT, M2M, PKI, CA, and now Symantec and its RoT. It is all such a thrill: a tie-up with Symantec! Wow – that’ll surely bring in stacks of revenue. So why are there no numbers?
Following on from kicking the tyres at AIM-listed investment vehicle Tern plc (TERN) which took a quizzical look at the accounts of Flexiant Corporation (and its subsidiary), we have had a note through from a reader. I wondered what a consolidated balance sheet might look like for a company which has about £12 million of current assets in the form of a loan to its subsidiary – but which the subsidiary reports as a non-current liability (for the same accounting period). Over to our reader…
It's all Geek to me, but since readers of ShareProphets are (by definition) of superior intelligence then the techno-rantings of Mr Ramper Loon deserve a wider audience. Mr Loon's comments came in a volley of four comments....over to the prize Geek:
This morning AIM investment company Tern plc (TERN) released a ramptastic RNS regarding a new appointment at its investee company Cryptosoft as well as the release of the latest version of its platform. The upbeat quotes were truly gushing, but with net current assets of just shy of £360,000 reported at calendar year-end 2015 one wonders whether we are about to see Tern passing the hat around again.
AIM-listed investment company Tern currently (to my knowledge) has four investments in its portfolio. Cryptosoft gets the lion’s share of the attention, but the other three (Flexiant, Push Technology and Seal Software) perhaps merit a look. A couple of things struck me as very unusual with Flexiant (HERE) - I did not under the accounting and had difficulty with the valuation but what of the others? Let’s take a peek at Seal Software Group Limited.
Cynical Bear asked an interesting question about AIM-listed Tern (TERN) and reminded us that we’ve not looked very much at Tern’s investment portfolio beyond its Cryptosoft holding. And so Hi-ho, Hi-ho, to Comp’nies House we go to look at a company called Flexiant. Or, rather, Flexiant Corporation Limited – and its wholly owned subsidiary Flexiant Limited.
Continuing my look at the world of investment companies, I look at one key aspect of the new rules, namely where an investment company has taken on a controlling stake in an investment, in the context of Tern plc (TERN).
I indicated in part 1 of my results analysis that there were a few bits and bobs in the Tern (TERN) Annual Report which had not made in into the RNS version of the FY15 results. Often it pays, when studying a company’s numbers, to begin with the notes to the accounts and then work backwards from there. And so here are a few things which caught my eye.
AIM-listed investment company Tern plc (TERN) released its results for calendar year 2015 this week. ShareProphets has been taking an interest in the AIM investment company world so it seems a good time to take a look at what Tern had to say in its RNS….and what was saved for the Annual Report only. In this part we look at the increase in net assets and where the added value came from.
AIM-listed Tern plc (TERN) released an update on the progress of its flagship investment Cryptosoft yesterday morning. I’m not entirely sure why it bothered, given that only £26,000 of sales is reported in something of a jam tomorrow statement.
Featuring shares in Concha (CHA), Craven House (CRV), Pinnacle Technology Group (PINN), Prospex Oil & Gas (PXOG), Rurelec (RUR) and Tern (TERN) with share price targets set for all six stocks.
At no-one-is-watching o’clock yesterday (5.14pm) AIM-listed Tern plc (TERN) released an RNS detailing yet more selling by institutional investor Hargreave Hale. This has been an on-going off-load ever since I pointed out a few problems HERE, HERE, HERE, HERE, and HERE but it would appear that someone has been breaching disclosure rules big style. Was it the company or Hargreave Hale? Some explanation is needed pronto.
Featuring shares in Ithaca Energy (IAE), JKX Oil & Gas (JKX), Paternoster Resources (PRS), Tern (TERN) and Utilitywise (UTW) with share price targets for all five stocks
Tern’s jewel-in-the-crown investee company, Cryptosoft, appointed a new Company Secretary on 24 July this year in the form of Gravitas Company Secretarial Services Ltd. They seem to have had their work cut out, as we shall see. But in the process of filing various amendments to Companies House a few questions are thrown up over Tern’s investment into Cryptosoft. And then it is back (yawn, yawn) to those pesky warrants where is starts to look as though the giveaway was less accidental than first appeared.
Featuring shares in Cyan (CYAN), Edenville (EDL), Empyrean Energy (EME), Iofina (IOF), Tern (TERN) with share price targets for all five stocks.
This is Terning (ahem…) into a regular feature. AIM-listed Tern plc (TERN) seems to be getting some scrutiny with regard to its jewel-in-the-crown investment in Cryptosoft. Today’s nugget which we think merits a wider audience comes from ‘Sceptic” – in answer to comments from Cryptobod HERE. Over to Sceptic…..
Another day and another entrant emerges in the ShareProphets TERNer prize for our readers for asking Geekish questions about the real value of the tech of AIM Casino listed Tern PLC (TERN). Today's entrant is Geek number one with a second try. Over to CryptoBod:
Like London Buses, here is a third Tern (TERN) Geek in quick succession keen to share his knowledge. Clearly the geekishness of ShareProphets readers knows no bounds. It is all Geek to me, but ‘Armpit’ writes….
Following a series of questions HERE, HERE and HERE AIM-listed Tern plc (TERN) has finally clarified how it managed to allow the holder of warrants exercisable at 4.6p to exercise them at 0.02p instead. I’ve lost count of the clarifications and restatements Tern has issued so far this year, but at least we can start to draw a line under this latest one – although yesterday’s RNS would suggest that Tern’s FY13 and FY14 accounts and results RNSs, and the RNS of 31 July 2013 (which announced the issue of the warrant instrument) were all just plain wrong.
Geeks are like London buses. It seems you wait ages for one and then they all come at once. Unfortuanately for Tern (TERN) it is Tern that they are coming for. We just posted a detailed critique from one Geek HERE and a second one pops up with a short volley of additional questions:
I am always amazed at how much some of our readers know about their specialist subjects. Reader CryptoBod appears to be a prize geek but his thoughts on Tern (TERN) posted on this site today merit a wider audience, He writes:
Oh deary, deary me. We still have not fully cleared up the mystery warrant issue (thus far we have simply been told that the exercise was all done correctly, but there is no explanation of the statements in the 2013 and 2014 annual results RNSs, nor the relevant Annual Reports which contradict this) when along comes another difficulty. I fear that this next wee problemo may be rather more clear-cut.
Mug punters in search of get rich quick opportunities on the seedy AIM casino seem to have abandoned resource stocks for the moment which is no surprise given the price of gold, oil and the general slump in commodities. China Frauds also seem to have lost their lustre.
What can I say other than that the poster below is a unmitigated tool. From the ADVFN asylum, Tern thread meet TEN BAG MAN:
Following on from THIS ARTICLE from earlier today, I have written to AIM Regulation and asked them to step in. This is an important matter, because shareholders in AIM-listed Tern plc have just seen more than 1% of their company near-enough handed out for almost nothing, by way of an unexplained warrant exercise which they would have been unaware of. This is not an acceptable situation because the implication is that ownership rights on AIM can become arbitrary.
As previously flagged HERE there is some mystery regarding a warrant exercise announced by AIM-listed Tern plc (TERN) on 17 August (see HERE). I wondered where these warrants, which were exercised at 0.02p, had come from. Following quite a bit of enquiry, it is still unclear. What is also unclear is where the responsibility may lie. So this is not an attack on Tern plc, or its Directors, or its Nomad. It is more a case of how the current regulatory set-up has once again failed investors. In this case it is in a small way, but next time?
Anyone following the saga of AIM-listed Tern plc (TERN) will know that the company has had a few difficulties in reporting share issues – see HERE for an example. Yesterday Tern released this RNS which announced the issue and allotment of 641,463 shares as a result of the exercise of 52,823 warrants at 3p a share, and 588,640 warrants which were exercisable at 0.02p per share. The problem is that I can’t find where those 0.02p warrants came from.
Well surprise, surprise! As expected (see HERE) AIM listed Tern plc (TERN) has announced a placing in the wake of the monumental rise in the lead-up to its Interims last week, and the explosion following chairman Angus Forrest’s mega ramp of an interview with paid-for Proactive Investors. With the shares having peaked at 27p on Thursday, the company announced a placing of shares this morning – at just 12p. One might only imagine how anyone who was sucked in to paying 27p last week might be feeling now.
Phew - what a ride! One moment share of Tern plc (TERN) are drifting at around 6.5p a share and then in the blink of an eye they have rocketed to 15.75p, having peaked at a whopping 27p. Ahead of Wednesday’s interims which showed a balance sheet of just £1.2 million, the Tern rocket had ascended to about 15p a share to value the company at around £7 million. They slipped a little on release of the RNS before a paid-for interview with company chairman Angus Forrest on Proactive Investors ignited the booster rockets and off we went again, up into the clear blue skies above, notching up a peak of 27p (market cap £12.3 million), and a four-fold re-rating. Post-excitement slippage then saw the shares close a wild week at 15.75p, a market cap of £7.2 million. What was all the excitement about?
Featuring Aminex (AEX), Armstrong Ventures (AVP), Cap-XX (CPX), Coal Of Africa (CZA), Scotgold Resources (SGZ), Tern (TERN)
Featuring Concha (CHA), Mwana Africa (MWA), Paragon Diamonds (PRG), Tern (TERN)
I have just listened to what Bruce Leith, a director of Tern plc (TERN) has to say in this video from ZaksTradersCafe last Monday, 1st June. I was very interested indeed to hear what he had to say about Tern’s investee company, Cryptosoft Ltd. Did my ears deceive me, 15 minutes in? Did he really say:
Zak Mir's second guest at his inaugural Traders Cafe was Tern PLC (TERN)- old friends of this website and especially of myself and Nigel Somerville. To register for more free booze and pizza at ZaksTradersCafe events ( the next one is 22nd June) click HERE
On Tuesday Tern plc (TERN) announced the appointment of Mr Darron Antill as CEO of Cryptosoft. I am sure Mr Antill is a fine chap, but the RNS made no mention whatsoever of the fate of the founder and CEO (until now) Mr Jon Penney. Why? And then there is a very impressive looking CV of the new man. Is that all it seems?
No-one could accuse this website of giving Angus Forrest and Tern (TERN) an easy time but full credit to Forrest for pitching up at the UK Investor Show 2015, shaking my hand and giving a presentation. Whatever I have said about him in the past that requires a bit of nerve.The video is below.
This really is the gift that keeps on giving. Notwithstanding having had to issue a whole series of corrections and clarifications already this year, Tern plc (TERN) has a spot more explaining to do. In the RNS released on 15 Sept 2014 announcing the acquisition, Tern stated:
This really is the gift that keeps on giving. Notwithstanding having to issue whole series of corrections and clarifications already this year, Tern plc (TERN) has a spot more explaining to do with regard to Companies House filings by its 75% beneficially owned Cryptosoft Ltd.
This morning Tern plc (TERN) announced a further up to £400,000 investment into its 75% beneficially owned Cryptosoft Ltd subsidiary. This is in addition to the £300,00 previously announced last year. How does that leave Tern’s cash pile looking?
It was announced yesterday by Tern plc (TERN) that institutional grandee Hargreave Hale has been offloading yet more of the 9.05m shares it acquired during December of last year. Having paid 3p a share and then topped up at 9p, Hargreave Hale (HH) has been steadily offloading at around the 6p mark since January.
Today’s AGM from Tern (TERN) has thrown up a statement which is – as you would expect – meaningless gibberish. I refer mainly to cash – always an issue with companies run by crony capitalist Angus Forrest, a man who was told by the Old Bill that he was silly for trying to have me arrested a few weeks ago (see HERE).
Yesterday (Tues) Tern plc (TERN) announced HERE to much fanfare that its 75%-beneficially owned investment, Cryptosoft, had signed a new agreement with Wot.io. We are told that Wot.io is ‘the leading data service exchange’ for connected device platforms. Tern also announced that revenues generated would be shared between the two companies. Sounds great, but…..
I have just taken a call from Lavender Hill Police station because crony capitalist Angus Forrest of POS Company Tern (TERN) has reported me for harassment. I had a great chat with a very nice police officer who said that the case was no closed and that Mr Forrest would be told “there is no case”.
On Friday after hours Tern plc (TERN) issued the following RNS which appears to show that 0 + 700,000 = 1,000,000. Give me strength. Has crony capitalist Angus Forrest borrowed Rob Terry’s calculator? The RNS reads:
In my last piece HERE I argued why I thought that Tern plc has a NAV per share of 1.87p as opposed to the stated figure of 2.09p in the 2014 Annual Report. I see nothing illegal with the figures given; I just don’t agree with how the figures are arrived at. What about fully diluted NAV per share? There are stacks of shares in a queue to be issued at prices well below the current share price – with the majority set to be issued at below the stated NAV per share. The annual report conveniently didn’t do that maths. So I have.
I have already pointed to few problems (HERE and HERE) with Tern’s Annual Report for 2014 which was published last week. I have already shown why I would question the c. £50,000 loss for the year, because £36,000 seems to have been counted twice, and that a Companies House filing contradicted the claimed price at which shares were issued to the vendor of the majority stake in Cryptosoft. That raises questions over the stated NAV per share. But there also a spot of accountancy trickery in the liabilities. And how much of the claimed £332,000 has Tern actually put into Cryptosoft?
As predicted HERE , Hargreave Hale (HH) has been selling more of its holding of shares in AIM Cesspit listed Tern plc (TERN). Obviously it was impressed by what it read in Tern’s Annual Report and Accounts for calendar 2014. Not!
Yesterday, Tues 10 Feb 2015, Tern (TERN) published its annual results for calendar 2014. I am spoilt for choice as to where to start. So let’s start with how investors have been rooked over the year.
Tern (TERN) has today issued an omnishambles of a misleading results statement. I shall turn to that later. But before then let’s look at yesterday’s omnishambles RNS from crony capitalist Angus Forrest. A clarification of a clarification of a clarification is still needed.
Yesterday I highlighted HERE a glaring (being charitable) error in the Clarification RNS issued by Tern plc (TERN) in that chairman Angus Forrest was ‘reconfirming’ that £30,000 of convertible debt remained to be converted at 2.016p per share when, in fact, these loan notes had actually expired and should have been repaid by the company on 1 Jan 2015. But there is more.
When Angus Forrest and his board at Tern (TERN) finally got around to addressing some of the issues raised here on ShareProphets regarding wrong filings to Companies House, shares apparently being issued at the wrong price, the non-disclosure of Tern’s beneficial ownership of Cryptosoft etc etc, we were treated to an RNS on 7 Jan 2015. But that clarification RNS – signed off by Angus Forrest and no doubt checked and verified by Nomad WH Ireland (employer of shamed Rangers advisor and China fraud specialist Paul Shackleton) - was, er, wrong.
In my last piece on Tern plc (TERN) I looked at the stake in the company bought by Hargreave Hale (HH), on behalf of unit trusts that it manages. Having concluded that there were breaches regarding disclosure rules, it turns out that one of them may have another – innocent – explanation which is entirely within the rules. But the implications are horrendous.
On 15 Dec 2014, Tern plc (TERN) put out an RNS announcing that it had a big new institutional shareholder in the form units trusts operated by Marlborough fund Managers, under the discretionary control of Hargreave Hale Ltd. It was a big holding: 8 million shares - 20% of the company all acquired in one go. Wow!
I’ve already scotched a few rumours and outright untruths about Tern plc (TERN) HERE, HERE HERE and HERE and Tom Winnifrith has added to the opprobium several times, in particular HERE. But in the wake of a ‘clarification’ RNS which appeared to seek to set the record straight, Tern’s company chairman, Mr Angus Forrest, is STILL misleading his investors by giving an overstated impression of Tern’s beneficial ownership of Cryptosoft. I would suggest that this amounts to Market Abuse. It is a disgrace. The FCA and AIM Regulation need to act now to stop this. It is an affront to all the regulatory systems in place to make sure that the market is told the full truth!
I am drawn to some parallels between the stories of Rob Terry’s vehicles The Innovation Group (TIG) and Quindell (where he is apparently no longer running the show, so we are told…) and Angus Forrest’s exploits with Digital Learning Marketplace plc (DLM) and Tern, his current AIM Cesspit outfit.
On Tuesday I published an open letter to the FCA and to AIM Regulation lambasting them for their uselessness over the fiasco which took place at Digital Learning Marketplace plc in 2012 which had at the time involved two of Tern’s (TERN) current board as well as one of Tern’s current Brokers, and asking them to investigate recent events at Tern plc. You can read that open letter HERE The FCA has now responded – and the Market Abuse team is taking a look. Here is what they have to say for themselves:
Last Friday and Saturday I highlighted a series of, ahem, ‘inconsistencies’ in two RNSs issued by the company on 15 and 17 Sept 2014. It has taken until today, Weds, for Tern (TERN) to address this. But Angus Forrest and his crony capitalists are still just telling abject lies.
Yesterday, HERE, I showed that a piece of market data which was being totally misrepresented at loon central as the basis of the mother of all ramparoonies for Tern (TERN) was, in fact, incorrect. However, Tern and its advisers, rather than correct the market’s wrong perception, had seen fit to conduct a Placing on the back of the incredible rise in Tern’s shares. Well, it is now confirmed that the data upon which the ramp was based has been corrected.
I am horrified! Take careful note, anyone invested in Angus Forrest’s Tern plc (TERN) You see, reading through the bulletin boards for Tern on ADVFN and elsewhere, much ado has been made of an apparent valuation by an American outfit called Signal Hill, which published its “Q3 2014 Security & Risk Market Snapshot” pre Christmas. In that document, Cryptosoft was described as having an Enterprise Value of $75 million. Did that make Tern the most massively undervalued stock in history? No!!
In the light of my two articles regarding Tern’s (TERN) RNSs of 15 and 17 Sept 2014 HERE and HERE which pointed to incorrect information regarding share issues, conversion of debt and the acquisition of Cryptosoft it is clear that Tern and its hapless Nomad WH Ireland will have had to cobble together a response tomorrow if they are to pretend that they give a fart about AIM Rules . Ever helpful, ShareProphets can bring that RNS to you today…
On Friday I highlighted a number of inconsistencies in two RNS released by Tern plc (TERN)regarding the acquisition of Cryptosoft and issues of shares which you can read HERE. It gets worse.
Readers may remember my articles last year which raised serious issues over the insolvency of Digital Learning Marketplace plc (DLM) in 2012. Since DLM collapsed its former chairman, Mr Angus Forrest, has moved on to a company called Tern (TERN) plc, where he was elected to the board on a prospectus which claimed that DLM had been sold. It was not: it was insolvent, and was restructured to a cash shell and put through a CVA before returning to the AIM Cesspit where it remains today, now under the name of Alpha Returns Group plc (ARGP). I’ve been looking at some recent share issues by Tern.
Having discussed at length the disaster that was Digital Learning Marketplace in 2012 under the stewardship of Angus Forrest and Bruce Leith, I see that their new enterprise of Tern (TERN) had some interesting news on Thursday. To quote from the RNS:
We are pleased that Angus Forrest has given his side of the story with regard to what went on at DLM in 2012 - HERE. Whilst we believe his explanations fall short of satisfactory, at least he has taken the time and trouble to respond to some of the questions raised but we still call for the noose. Answering his points in turn…
Angus Forrest of Tern (TERN) has asked that we publish in full a letter in which he laments the piss poor journalism of Tom Winnifrith and Nigel Somerville. We are delighted to publish Mr. Forrest’s letter since we believe it incriminates him even more in scandal. Our response will follow within ten minutes. Forrest writes:
With thanks to Spandau Ballet, I open what I hope will be my final piece on the matter of Angus Forrest, Bruce Leith and Tern (TERN) – at what point do the non-exec and advisors realize that without regime change this company is uninvestable and will thus go bust? For shareholder’s sake one hopes that point is now.
A letter sent on 17th July 2012 by a whistle-blower to Roland “fatty” Cornish of Beaumont Cornish, Nomad to Digital Learning Marketplace (DLM) now Alpha Returns (ARGP) relating to its financial position and the conduct of Angus Forrest & Bruce Leith has fallen into the hands of The Sheriff of AIM. Oh dear, oh dear...shall I publish this explosive document and ruin some crony capitalists? Hmmmmm.
I gather that Angus Forrest the Chairman of AIM Cesspit listed Tern (TERN) has been off on holiday in France. I hope he had a nice time. But if he was there for the warm sunshine he’s in for a surprise when he gets home – the heat is really being turned up for him now. Welcome back, Mr Forrest. You may think that you can run off, go to ground, ride out the storm or whatever. We have not gone away. We are still here. Waiting for you.
Between myself and Tom Winnifrith we have shown you ample evidence that while at AIM listed Digital Learning marketplace (DLM) now called Alpha Returns (ARGP) Angus Forrest and Bruce Leith misled investors in RNS after RNS and also committed corporate malfeasance regarding its CVA, I have also show how Forrest has misled investors at Tern (TERN) the AIM Cesspit company where the two men are now in charge. Surely Tern’s Non Exec and advisors must know that no-one will buy shares in their company until these two men face the guillotine. The peasants have had enough. Just for the hell of it I flag something else…
Not that I wish to influence your vote in any way but surely you must now have enough reasons to consider voting for Angus Forrest of Tern (TERN) in the “lifetime Achievement for value Destruction” category in the AIM Cesspit awards. But maybe you think there are stronger candidates.
Surely by now the damning revelations about the behaviour of Angus Forrest and Bruce Leith while they ran Digital Learning Marketplace (DLM), now Alpha Returns (RGP) into the ground must have made Laurence Read, the non exec at Tern PLC (TERN) where Forrest and Leith are in charge demand that heads must roll. Apparently not. So now I expose how Mr Forest has also been somewhat economical with the actualities at Tern as well. I have written an open letter to Laurence explaining it all.
Earlier today one of the deputy Sheriffs of AIM, Comrade Somerville, flagged up massive issues with the CVA agreed by Digital Learning Marketplace (DLM), now Alpha Returns (ARGP) under the watch of Angus Forrest and Bruce Leith, the two men now running Tern PLC (TERN), into the ground. But Deputy Somerville misses out a couple of points which just add to the scandal which, in a just world, would mean Forrest & Leith swinging on a corporate noose this week.
I have already revealed enough in my first five articles in this series to get regulators crawling all over the mess that was Digital Learning Marketplace (DLM) run by Angus Forrest and Bruce Leith. Tom Winnifrith has taken the matter further and it is now clear that Tern PLC (TERN) must sack both Forest & Leith without any delay. The fact that it has not and that its City Fat Cat advisors (WH Ireland and Peterhouse) will not step in just shows how the Cesspit that is AIM stinks. I now turn to the CVA where Forest & Leith committed corporate malfeasance and issued false RNS statements.
Tern (TERN) chairman Angus Forrest is fleeing the country. Okay, I exaggerate, he is on a boat to France as he prepares for a week’s holiday. How do I know? Because he has just called me. Forrest tells me that what I am about to publish is confidential. But since it is explosive does he think I give a FF? Come on DLM (now Alpha Returns), Forrest, Bruce Leith go send me a lawyers letter if you want.
Angus Forrest the chairman of Tern (TERN) and his sidekick Bruce Leith must be sacked at once for the series of lies they told while running AIM Cesspit listed Digital Learning Marketplace between June and September 2012 and for the clear corporate malfeasance that took place. The are now officially "In sights" and the Sheriff of AIM is on the warpath - see HERE. The list of Forrest's crimes exposed here is growing so just to start of what will be a blitz of revelations I offer him an easy opener. When did DLM part company with its CEO Andy Hasoon?
Oh dear. Oh dear. If Angus Forrest, the chairman of AIM Cesspit listed Tern PLC (TERN) was having a bad weekend it just got a lot worse as a raft of new documents have fallen into my possession regarding events at DLM (where he was chair) back in July-September 2012. And as for DLM’s Nomad, Roland “fatty” Cornish? Roland, do you just ignore whistleblowers and allow your clients to lie to investors? Fatty you are also deep in the merde now. I have a damning email which you do not wish to seepublished. Oh dear I am not the sort of guy not to publish am I?
I have now twice demanded that Tern PLC (TERN) sack Angus Forrest and Bruce Leith because of statements made when they ran Digital Learning Marketplace (DLM) - now Alpha Returns (ARGP) in 2012. But it gets far worse…
Various regulators are now looking at what happened between August 2012 and November 2012 at Digital Learning Marketplace (DLM) – now AIM Cesspit listed Alpha Returns (ARGP). Heads will roll and further actions will be taken in the coming week. The story now steps up a pace..
I outlined on Friday why Tern PLC (TERN) must fire its chairman Angus Forrest and his gopher sidekick Bruce Leith NOW. Quite simply they have been shown to have committed corporate malfeasance and to have lied to investors at the last POS company they were in charge of – what was then Digital Learning Marketplace (DLM) and is now Alpha Returns (ARGP). I have written – as you can see HERE - to the Nomad (John Wakefield at WH Ireland) and Non Exec, Laurence Read ( a totally honourable man) demanding that they fire the two crony capitalists at once. But it gets worse.
Nigel Somerville has earlier today (HERE) published the most extraordinary evidence of corporate malfeasance at what was Digital Learning and is now Alpha Returns (ARGP). The two directors exposed by Nigel now run Tern PLC (TERN), another sub scale investment company on the AIM Cesspit. I demand that they be fired NOW!
Tern (TERN) is the new name for a disastrous oil company called Silvermere. At least Silvermere tried to do something useful (produce oil), Tern is just another AIM Cesspit do-nothing posterboy investing company. And it cannot even bring itself to tell the truth. I name names…
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