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By Nigel Somerville, The Deputy Sheriff of AIM | Tuesday 7 July 2015
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. 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.
I’ve been taking a look through a litany of share allotments by Quob Park Estates (QPE) recently filed at Companies House. Happily, we can now do these things for free (see HERE). I wonder who has been buying QPE shares, and why the variation in prices paid for the same stock on the same day? It also happens to involve listed stock in Quindell plc (QPP) and Daniel Stewart (DAN) and a mystery listed company (although I can’t help thinking that it is probably Quindell). And there is some, ahem, ‘interesting’ timing.
In the good old days, share allotment filings included the recipient of the shares. Not so any more – we will have to wait for the Annual Return for that (although we can’t be too sure when it will come because this company too has been threatened with strike-off by Companies House). According to Companies House, it is due by the end of August.
And so to those share allotments: one filed for 23 June 2015, twenty-two filed for 22 June 2015, six for31 May 2015, four for 30 April 2015, two for 30 Mar 2015 and one for 29 Dec 2014. All, bar the one for Dec last year were published on Companies House dated 23 June 2015. The December one is dated 30 Mar 2015. My understanding is that share allotments are supposed to be filed at Companies House within 30 days, which suggests to me that seven were filed late.
You might also notice from the table that the same class of share was being issued at very different prices on the same day. On 22 June 2015, there were issues of both ordinary shares and B shares (which appear to me to be Ords but without the voting rights). Of the Ordinary shares issued, there were two allotments totalling 15,000 shares at a price of £1 a share. But the very same day some lucky person got 1,000 ordinaries and paid £5 a share. Meanwhile, out of 19 allotments of B shares that day, there were eight separate allotments totalling 54,000 shares for which £1 a share was paid. But a further 11 allotments of exactly the same stock on the same day totalling 55,000 shares were priced at £5 each. One further lucky recipient paid £5 a pop for 2,000 B shares the next day.
Back on 31 May 2015 there were two allotments of ords totalling 2,100,000 shares priced at £1 each. Yet the same day there were three allotments totalling 80,000 of the very same ords priced at £5 each. Oh, and 40,000 were issued at £2.50. It sure is good to know who your friends are.
Why is QPE, a company whose directors are our good friends Mr and Mrs Terry, issuing the same shares at different prices on the same day? Why do some investors pay just £1 a share when others have to pay £5? And who is it taking all this stock? Questions, questions….
But it is four transactions involving shares in listed securities which really caught my eye. On 30 April 2015 someone got 39,900 ords in QPE (apparently at £5 a pop) but paid for them in shares of Daniel Stewart (DAN) valued at £199,500. Now we know that Mr Robert Simon Terry, a director of QPE, emerged as a substantial holder of interests in Daniel Stewart, and that part of his exposure was via QPE. So perhaps this transaction was with Mr Terry, although we cannot be certain. But it is very interesting to note the timing of the transaction, as it was the day before shares in Daniel Stewart were suspended from trading – as a result of Nomad Westhouse resigning with effect from 1 May 2015, as notified on 17 Apr 2015 (itself seemingly triggered by Mr Terry turning up on the Daniel Stewart shareholder register). So the transaction took place the last trading day before the suspension was due to come into effect (whilst Daniel Stewart sought a replacement Nomad).
Wind the clock back to 30 Mar 2015 and we see two share allotments (750,000 ords and 50,000 ords at £1 each) paid for with shares in Quindell plc (QPP) worth £750,000 and £50,000 respectively. That was the day that Quindell announced the sale of assets to Slater and Gordon. It was also two days before Quindell had to reissue its shareholder circular regarding the deal – which apparently had seen rather more handed over to S&G than had previously announced.
But on the day of the transaction, whichever parties exchanged £800,000 worth of Quindell plc stock for QPE shares did so on the day when Quindell hit its highest price this year (including subsequently), and the highest price since October 2014. Gosh, what good timing! Any future losses on those shares would now be shared amongst all the other shareholders in QPE, whoever they turn out to be, and some of whom have been paying £5 a share when others have taken the same stock on the same day at £1 a share.
All this was, according to Companies House, received by electronic filing on 22 June 2015 – almost three months after the event, despite my understanding that it should have been filed within 30 days. No doubt all is above board, and there was no retrospective activity going on. No, it was all just excellent timing and good luck.
Finally we wind the clock back to 29 Dec 2014 when we see an issue of 2,855,566 QPE Ords. I have had some trouble with what follows, because the filing tells us that the non-cash consideration for these QPE shares was ratio of Quob Park Estate Limited Shares issued for listed securities to settle consideration value of £2,855,566 (with roll-over relief claimed). You might want to read that again - I certainly had to several times, and I’m still not entirely sure of what it means! I think it means that the shares were issued at £1 each, the ratio of 2,855,566 (shares issued) to £2,855,566 (the ‘settle consideration value) being one pound. But does it also mean that this was calculated from the sale value achieved of whatever listed stock was handed over (the settle consideration value)?
What we can be sure of is that these shares were issued to Mr Robert Simon Terry, because we have an Annual Return issued that same day, and that therefore the stock handed over to QPE must have come from his personal holding. What stock might that have been? Well, it just so happens that Mr Terry had been selling off his Quindell plc shares (commencing with 8.85m shares via Equities First Holdings LLC when he knew but the market did not, that Quindell’s Broker had resigned), his holding having reduced to less than 3% as notified by a Quindell plc RNS on 10 Dec 2014. But he still had just over 13m shares in which he was interested – and which, one assumes, he was trying to offload as the share price crashed to below 50p. And then there is the roll-over relief claimed – I’m sure the grateful taxpayer will feel it is money well spent on building yet another Great British Company.
Here is a table of the share issues:
|Quob Park Estate Limited||share allotments||Ords||nominal||Bs||as per Ords but non-voting|
|Dates: 2015 unless otherwise stated|
|Date published||allotment date||qty||type||amt pd||paid with|
|23/6||30/4||39,900||Ord||£5||DAN shares worth £199,500|
|23/6||30/3||50,000||Ord||£1||QPP shares worth £50,000|
|23/6||30/3||750,000||Ord||£1||QPP shares worth £750k|
|30/3||29/12/14||2,855,566||Ord||nil||“ratio of Quob Park Estate Limited shares issued for listed securities to settle consideration value of £2,855,566 (with roll-over relief claimed)|
I look forward to the publication of the Annual Return in August, when it may become a little clearer who paid what for QPE shares.
Meanwhile to those tempted to back the fraudster again and invest in Quob at £5 as he wants you to do now. Just remember that Terry built his controlling personal stake in Quob just seven months ago paying only £1 a share and paying with Quindell shares. If enough mugs pony up at £5 a pop in cash the NAV will - until Terry pisses that cash away - gravitate towards £5 meaning slam dunk gains for those who got in at £, i.e Rob Terry.
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