Alpha Growth Plc (ALGW) has finally had FCA approval of its Prospectus for the Placing that occurred 10 months ago in February 2021. The FCA is supposed to ensure that any Prospectus issued complies with the rules but it is apparent from a quick read that the Prospectus has not been properly updated throughout the document as many of the references are considerably out of date. It looks like someone at the FCA just wanted to remove the Prospectus from his or her to do list prior to the Christmas holidays rather than subject the document to appropriate and proper scrutiny or perhaps it was simply signed off after a long Christmas lunch. I cite below some examples of where the document hasn’t been properly updated.
The FCA has approved the prospectus as you can see HERE. But there is no RNS from Bluebird Merchant Ventures (BMV) . How odd. This is the last hurdle before production and so should drive a major re-rate. FYB.
Sales are vanity, profit is a matter of opinion and cash is reality. That is a message that Dev Clever (DEV) seems to ignore as it served up a trading statement to accompany news that the FCA was dragging its heels on approving a prospectus as noted HERE. But what of the trading statement? Natch Dev jerks off about its sales in the year to November 30.
On 12 April Dev Clever (DEV) a company already drowning in red flags exposed on this website announced the £54.75 million all share purchase of VLPL in India and we were told that “This acquisition of VLPL will be subject to the publication of an FCA approved prospectus by no later than 30 September 2021. An additional 30 million ordinary shares will be granted to VLPL CEO, Ankur Aggarwal, as an earnout consideration subject to achieving key milestones.” Wind forward to 30 September and …
Friday saw the publication of Alpha’s (ALGW) second interim results albeit no Prospectus has yet appeared on the FCA register of Prospectus almost 8 months after the placing occurred. I show below why the results need to be restated dramatically.
Almost seven months after its acquisition of Providence Life Assurance Company Limited which was announced on 11 February and completed on 23 March 2021, Alpha Growth (ALGW) still hasn’t managed to issue its Prospectus to permit the trading of the 187,500,000 placing shares issued on 15 March 2021 to fund the acquisition. This hardly inspires confidence that the enlarged group has the appropriate financial reporting expertise and resources appropriate to run its business which now includes a Bermudian regulated business.
I first commented about Alpha Growth (ALGW) on 8 April 2021 and the absence of a Prospectus in respect of its issue on 8 March 2021 via a placing of 187,500,000 shares at 2 pence per share. The placing represented over 77.8% of existing ordinary share capital of Alpha prior to the placing. The broker which organised the placing was Pello Capital which, as of Friday, is operating under restrictions imposed by the FCA, that is to say it cannot write any business at all other than allowing clients to transfer out cash and shares to other brokers.
If you were not convinced that Supply@ME Capital (SYME) was a con by my analysis of yesterday’s results HERE, how about a second dose? We already know that the March 2020 Prospectus for Supply contained materially inaccurate financial information in respect of the balance sheet because it stated that the unaudited proforma statements of net assets were £226 million which included £224 million of intangible assets. In the interim accounts for the period ended 30 June 2020, shareholders discovered that there were only £1 million of net assets which included intangible assets of £1 million caused by an incorrect accounting treatment adopted in the Proforma Financial Information. But we now know it is even worse.
Alpha Growth (ALGW) is a company listed on the (Sub) Standard List of the LSE main market which specialises in the longevity asset space. Its shares at time of writing are off 17% which values the company at £18 million. For a company which reported turnover of just £90,264 and a loss of £223,971 in its last interim results, this is baking in a lot of hope value for its managed fund and its recent life insurance company acquisition.
Following on from Tom Winnifrith’s question over IFRS and the accounts of Heavitree Brewery (HVT), I have a question from the similarly funny old world of prospectuses – this is from that fine new outfit now on the sub-Standard list, pot-play Kanabo (KNB) which listed this week and has raced ahead by almost seven-fold.
All this needs now is for Harriet Dennys of the Mail on Sunday to claim that this company has a £6 million war chest (it does not) and Pineapple Power (PNPL) will show everything that is wrong about UK smaller companies markets, especially the FCA regulated, no sniggering at the back, Standard List. Let’s start at the beginning.
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.
Controversy is putting it mildly! Yesterday morning at 7.25am AIM-listed Curtis Banks Group plc (CBP) announced the acquisition of Talbot and Muir Ltd , and fintech provider Dunstan Thomas Group Ltd for an initial consideration of up to £21.5 million to be funded through cash and an equity placing. Two minutes later a proposed Placing to raise £25 million was announced. The problem? Well, the company didn’t have the disapplication of pre-emption rights authority to raise £25 million in a placing. But that didn’t stop it.
Perma dog Toople (TOOP) published its Prospectus today so I took a quick look through the tome and draw out some interesting elements below. Suffice to say the document is strewn with red flags and unanswered questions but demonstrates quite clearly the unacceptable greed of certain City advisors. They will prosper from this deal. Those owning the shares will not and this stock is utterly uninvestable at any price. So here is today’s list lof red flags and questions from the document.
The shenanigans of the Standard-Listing of AIQ are well documented here on ShareProphets, which included an incomplete prospectus, two suspensions due to a disorderly market (the IPO shares couldn’t be traded) and a fund-raising which was delayed – all in its first five months as a listed company! Meanwhile, with assets (all cash – it is a cash-shell) of around 8p a share, the price rocketed to an incredible 135p. We have been saying sell all along.
Last week’s flotation of AIQ (AIQ) on the LSE’s standard list raised a lot of questions. For a start there was demand for the stock, but apparently no stock available to buy: it seems the registrar had yet to send out certificates and so the shares rocketed until they were suspended. But after much digging, there appears to be rather more to the story than the listing of a bare Cayman Islands shell. Where to start?
Cynical Bear has written a fascinating article today on Simian Global (SMG) - HERE. Cynical Bear you are a wuss. You are far too generous about this crock of Turkish. If one goes to the prospectus and then cross references with companies house you will find a story of true horrors, something that the prospectus fails to mention, indeed it deliberately gives you a completely different impression. This prospectus stains all involved with it ( directors Edward Ng and Ajay Rajpal, Peterhouse Corporate Finance, Edwin Coe and the UKLA) with complete shame. How on earth do these folks sleep at night? My target price for the shares is 0p.
There is just so much to say about the restructuring it is hard to know where to start. A good place would be Waseem Shakoor’s piece HERE, but there are concerns that Afren is being, shall we say, less than helpful to its beleaguered shareholders as they decide upon whether to take part in the open Offer as part of the proposed restructuring. Let us take a look at a few statements in the RNS and Prospectus from last Friday.
Rosslyn Data Technologies (RDT) floated on the AIM casino on 29th April 2014 having raised £10 million at 33p. Cenkos acted as Nomad and broker and will have earned almost £700,000 from this company. The shares are now trading at just 13.375p –this has been a disastrous IPO for those who backed it and I have today written to the FCA asking it to investigate Cenkos and Rosslyn to see if the prospectus for the IPO was misleading.
Dear Piers. On 27th June you promised the poor shareholders in your POS AIM listed Company Outsourcery (OUT) that you would update them on how you were going to refinance this POS enterprise during July. Of course a promise from you is worth jackshit. I refer to your IPO prospectus of May 2013…
Call me a pedant if you wish but I am drawn to statements made by Quindell (QPP) regarding its move from AIM to a full listing and I wonder if it might be appropriate for the company to clarify matters for those like me who take an interest in its affairs. On 31 March in an RNS Quindell stated that: