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Eden Research – what’s with this Oxford Capital announcement? It’s dissolved – who got the warrants?

By Nigel Somerville, the Deputy Sheriff of AIM | Thursday 9 March 2017

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.

Eden Research (EDEN) yesterday released an odd RNS. Not so unusual was a statement of total voting rights. But it also contained a statement of outstanding warrants and options. Was the company trying to bury something whilst the city was watching yesterday’s Budget statement? At the centre of this lies Oxford Capital Limited, which was dissolved and struck off on 31 January of this year.

Eden told us yesterday, after saying how many shares there are in issue:

The Company also confirms that the current number of outstanding warrants over Ordinary Shares ("Warrants") is currently 5,497,867, which is unchanged from the number of Warrants in issue announced by the Company on 27 September 2016. This number includes 2,000,000 Warrants with an exercise price of 11 pence which were issued to Oxford Capital Limited. These Warrants were issued in December 2014 in connection with the 20,865,382 new Ordinary Shares issued, as announced by the Company on 28 November 2014, for settlement of all outstanding debt.

Ok, let’s look at that announcement of 28 November 2014. In that RNS we are told that the company has converted all outstanding debt into shares at 11p per share. But I don’t see any mention of warrants being issued as part of that deal, let alone that 2 million warrants at 11p went to Oxford Capital Limited.

Now let’s take a trip to the Companies House website, where we discover that Oxford Capital Limited, company number 03586532, was dissolved via compulsory strike-off on 31 January of this year, the notice having been served on 15 November 2016.

Given that it filed its last set of accounts for the period to 31 December 2014, the 2015 accounts would have been rather overdue when the strike-off notice was issued. And the last Annual Return was dated 24 June 2015 and so the 2016 Annual Return would have been well overdue as well.

So this rather looks as though Companies House has wielded the knife.

In the notice of compulsory strike-off we are told that if strike-off happens all property and rights held by the company (or held in trust for it) are deemed to be bona vacantia and will accordingly belong to the Crown.

Our in-house Republican, Tom Winnifrith, wonders how the Queen might react to holding 2 million warrants to subscribe for shares in a fraud!

So, Eden, having just told us that a dissolved company had a bunch of 11p warrants issued to it (which was not disclosed at the time), where are those warrants now? Who holds them? Is it the Queen?

Meanwhile, by the most marvellous fluke of timing, a new Oxford Capital Limited – company number 10655927 - was incorporated on 7 March of this year,  just the day before yesterday’s RNS from Eden.

This is, of course, complete coincidence…. 

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