On September 3, Papillion Holdings (PPHP), one of the (sub) Standard List dogs run by colourful value destroyers Charles Tatnall and James Longley, announced yet another RTO deal. Shares in the company, which is clearly insolvent, have been suspended for an eternity pending one RTO or another but will this move into gold mining go through? The whole thing is bonkers.
It was back in 2014 that ShareProphets nailed Rob Terry and his sidekicks after they did a stock loan with Equities First which turned out to be a discounted outright sale with an optional buyback clause, and spent a tiny proportion of the proceeds on buying a handful of extra Quindell shares. Of course, the transaction was presented to the market as them buying more stock when in fact they were selling vast quantities of shares – the killer punch being that those Equities First deals were non-recourse.
I have dropped a note to our good friends the Oxymorons and Chocolate Teapots, of AIM Regulation and the FCA respectively, with regard to AIM-listed IQE (IQE) head honcho Dr Drew Nelson and his recent dealings with Equities First Holdings. It seems to me to be a certainty that he has not come clean over his loan that isn’t a loan, under which he is “obligated” to repurchase the shares he sold yet these deals are non-recourse (so he’s not “obligated” at all), where we were told he had cash put aside to meet margin calls but settled one with more shares, and where his margin call appears to have been reported well after the fact – or it was not the first – when, if I understand the rules correctly, all margin call matters and any other developments in relation to his EFH loan which isn’t a loan should be reported to the market within a few days.
We have heard nothing more from AIM-listed IQE over when head honcho Dr Drew Nelson received the dreaded margin call from Equities First Holdings (EFH) in relation to his non-recourse sale-and-repurchase deal involving (now) over 12 million shares. Yet as I noted on Monday, it seems pretty clear that we have not been told the whole truth and I shall be writing to AIM Regulation on that matter later today. But looking back, it seems there is something else which doesn’t quite match what we were told.
AIM-listed IQE (IQE) boss Drew Nelson’s first deal with US loan-sharks Equities First Holdings (EFH), under which his non-recourse sale and repurchase agreement which was originally misrepresented, ended on a happy note and all ended well. So well that he did another deal last year. Unfortunatley, that seems to have become a little unstuck as today we learn that Dr Nelson was on the receiving end of a margin call. But when?
I have been bearish on AIM-listed Cloudbuy (CBUY) for an age and you have been repeatedly warned and warned. Today it has proposed to depart the AIM Casino to save money... and because it can’t raise any more cash. Oh, and business isn’t so good. And most of the directors are off too. Time for an Ouzo: it is thank you and goodnight...
We have not heard from Equities First Holdings (EFH) for a while, but regular ShareProphets readers may remember the scandal which emerged five years ago whereby directors of AIM companies announced they were buying shares when, if fact, they were selling vast numbers of them to EFH with the right, but not the obligation, to buy them back. Such fine enterprises as Rob Terry fraud Quindell (QPP – now Watchstone), Igas (IGAS, under Andrew “piggy” Austin), Cloudbuy (CBUY), Angle (AGL), Optimal Payments (OPP) and, of course, IQE (IQE) were all dragged in. Well now Drew Nelson, CEO of IQE has done another deal with EFH – and the announcement stinks. Has the company learned nothing from last time, when all of the above companies had to restate and restate again?
It has been a while, but it seems that the hoods from Equities First Holdings LLC are back once again: AIM-listed Avingtrans (AVG) announced on Tuesday that one of its NEDs, Mr Ewan Lloyd-Baker, is handing over 300,000 shares for a two year loan. The text of the RNS (just as with Igas, Cloudbuy, IQE, Quindell, Optimal Payments (as was) and Angle) again fails to point out that from Mr Lloyd-Baker’s point of view the deal is non-recourse so he can throw in the towel at any time if things go wrong.
AIM-listed e-commerce play Cloudbuy (CBUY) released its full year numbers for calendar 2016 this morning. Having had a rescue refinancing last year and a change of strategy the question was always whether all the good news announced over the last few years would ever be converted into revenue. The bad news is that it hasn’t yet. By the way, as a general point to the company, if you are going to reference notes to the accounts in the RNS and don’t include those notes people will think you have something to hide. It looks poor.
I’ve been saying for an age that AIM-listed Igas Energy (IGAS) was a sell and this morning the denoument has arrived. In the wake of previous boss Andrew “Piggy” Austin and his dealings with Equities First, and his legacy to the new board of a massively overindebted company, this morning came the announcement that a restructuring is being attempted at 4.5p per share. I fear that poor Tom Winnifrth senior may be further deprived of that bottle of Ouzo. Actually, if the new board manages to pull this off I will take my hat off to it but there are some hurdles to overcome first.
5.34pm on a Friday – truly no-one-is-watching o’clock – and up pops an RNS from NEX- (the lobster-pot formerly known as ISDX) listed MiLoc Group Limited (ML.P) detailing the dealings of a NED in the company’s shares: he pledged a bunch of shares in return for a loan back in September and has now released the stock to the lender. Sound familiar? Are we thinking Equities First? So where is the RNS from September? And then there are the other companies on that NED’s CV – which include AIM-China Filthy Forty plays Jiasen (JSI), delisting on Tuesday, and already delisted (no accounts) LED Holdings (LED) as well as PAQ International (PAQ) which quietly disappeared from the Casino back in 2010.
And so yesterday shares in AIM-listed and overindebted Igas Energy (IGAS) fell off a cliff, dropping 20% with no news released by the company. Normally one would have expected a statement, but thus far all we’ve had from Igas Towers is silence.
It was good to see AIM-listed med-tech play Angle (AGL) announce that its CEO, Mr Andrew Newland, had successfully seen his sale-and-repurchase deal with Equities First Holdings LLC (EFH) mature at the end of its term, and that the 1.35 million shares involved were safely back in his mitts. Shareholders in Angle will welcome this – but so, it seems, does EFH. So pleased, in fact, that EFH itself released an RNS in celebration.
Last night at no-one-is-watching o'clock (6.15pm) fully listed Tullow Oil (TLW) released an RNS entitled Director/PDMR shareholding. At first sight it appears to be a disclosure of option awards. Nothing to get excited about then. But there was also a notification of options being exercised, with some being sold to meet tax liabilities. Still not all that exciting? Read on, and we learn that....
Andrew “piggy” Austin, the former CEO of AIM-listed Igas (IGAS) and head honcho of newly listed RockRose Energy (RRE) has submitted an interesting TR-1 which was released by Igas yesterday afternoon. It raises a number of questions, not least of which is whether it was erroneous. Surely the Equities First Holdings LLP (EFH) saga is not taking yet another twist, is it?
As revealed HERE by Tom Winnifrith, when the shares of Cloudbuy plc (CBUY) were tanking back in March of this year, Equities First Holdings LLC was selling the shares handed to it by Cloudbuy Chairman Ronald Duncan as part of his ‘loan’ deal. A margin-call trigger point of 19.5p (mid) was avoided by the tiniest margin – which could have seen him forced to walk from his deal, and thus lock in hefty profits for Equities First. The question at the time was how Equities First was contractually prohibited from going short, yet they were surely doing just that if they sold while they remained contractually obliged to hand back the shares at the end of the deal. I guess you’d have to be a very highly trained and expensive lawyer to understand why this is all absolutely fine.
Nigel Somerville, the Deputy Sheriff of AIM, has been far too kind to IGas Energy (IGAS) CEO Andrew Austin. In a devastating series of revelations, Nigel exposed three material breaches by Mr Austin of IGas’ Scheme Implementation Agreement (SIA), which governed the takeover of Dart Energy. Any one of these breaches could have been grounds for termination of the takeover, but Nigel stopped short of saying one thing. He didn’t call Mr Austin a goddamned liar.
Even by the shocking standards of disclosure on AIM, January 16th’s RNS from IGas Energy (IGAS) takes some beating. Titled “Director Share Purchase and Finance Facility” this has to be one of the most shameful announcements released in recent years.
The behaviour of IGas Energy (IGAS) CEO Andrew Austin is appalling. Director share sales will always cause disquiet among shareholders. However, dumping nearly three quarters of one’s holding and attempting to disguise this as a share purchase is a treacherous and rapacious act. This cannot be an acceptable standard of behaviour for the director of a publicly listed company. Mr Austin has to go.
ShareProphets has some intelligent people leaving comments on the articles written. The IQs must be about 2 Standard Deviations higher than that of a chat room poster, to judge by the response I receive, and the commentators’ research has sometimes been better than mine.
Over the weekend, the issue of directors pledging shares for loans has spread from AIM to the Main Market. It is too early to say if anything untoward has happened, but next week we shall seek urgent clarification from Telecity (TCY), Partnership Assurance Group (PA) and Perform Group (PER) concerning arrangements made by directors of each company with UBS AG, over the course of 2014. In each instance (linked to in the RNSs above), it appears one director has used part or all of his respective holdings as security against loans received from UBS. There is nothing to suggest any rules have been broken, but, in light of the developing Equities First Holdings LLC scandal, the appropriateness of such transactions is now in question. Urgent clarification is needed from all three companies first thing Monday
In this BearCast Special I explain exactly how Equities First Holdings LLC operates. When it sells the shares AIM directors transfer to it and why that means that ALL of the AIM directors involved have broken the law. That is Quindell (QPP), IGAS (IGAS), Cloudbuy (CBUY), IQE (IQE) and Angle (AGL). There then follows the misleading statements. But then I turn to the negligence of Nomads, Cenkos, Canaccord and Hanson Westhouse and why that should be career ending for some. And the to why Equities First and its employees should be struck off by the FCA. This scandal is enormous and for many involved professional disgrace is the least of their worries.