By Tom Winnifrith, The Sheriff of AIM | Wednesday 21 November 2018
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.
Angus Energy (ANGS) shares may or may not be cheap on fundamentals. That debate is for another day. But weighing down on this company is one almighty issue of corporate governance: the lies its founder Jonathan Tidswell-Pretorius told about his dealings with loan provider America 2030 in June 2018 and the cover-up that continues to this day.
On 29 June Angus announced that Tidswell had on 19 June ( i.e. right in the closed period when no share trading is allowed) transferred his entire holding to another party but it stated that: “Mr Tidswell-Pretorius has confirmed to the Board that this TR-1 has arisen from a change by him of the Broker through which the majority of his Shares in Angus Energy are held and that there has been no change in his beneficial interest in the Company.”
Let us be clear, that was a lie. He transferred his shares as part of a which would have allowed him to borrow money against those shares and, if they fell, just to walk away. This is not a change of broker.
It then got worse. On July 3 in an RNS signed off by London’s worst Nomad, Roland “fatty” Cornish of Beaumont Cornish Angus stated that the 39 million shares were transferred on 19 June to America 2030 Capital Limited “in contemplation of a possible equity linked loan” to Mr Tidswell and that the loan provider had already sold 10.8 million of those shares.
Investors were led to believe that Tidswell had not signed any documentation (but had transferred his shares anyway) and so was taking legal advice. That too was a lie.
By July 6th Tidswell-Pretorius had to step down from the board with Angus stating “Per the Company RNS of 3 July 18, the Board will continue its investigation into the potential violation of any relevant regulations in addition to the Company's Share Dealing Code which was not complied with in this case. Pending the results of this investigation, if completely exonerated, Angus Energy will consider re-appointing Mr. Tidswell-Pretorius to the Board as an Executive Director. The Company will update the market in due course.”
Now this is where it gets interesting because, as I revealed in a bearcast here, Tidswell did not just “contemplate” ( as per the RNS lie) but did in fact actually sign a full loan agreement with America 2030 and, under that agreement, the Yanks were totally entitled to sell shares which they did. In other words America 2030 acted honourably and to the letter of the law while Tidswell caused THREE RNS’s to go out lying about the affair. And that is why Tidswell has not been reappointed to the board. A man who caused his company to issue lies via RNS on three occasions regarding share dealing by himself during a closed period CANNOT be a PLC director.
It is also why Tidswell had to agree to settle with America 2030 getting back only 23.5 million of his 39.5 million shares and bugger all cash. That in itself is an admission of his guilt and that America 2030 are the good guys here.
But this is where it really stinks. Tidswell-Pretorius founded Angus and is the key man there. He remains on board as an employee. We understand that his salary is unchanged and that he remains a key decision maker. Moreover the company agreed to help him rebuild his stake by issuing him c7 million share options in August. In other words, other than the TP name not appearing on press releases, nothing has really changed.
Surely that is not acceptable. And surely there should be some sanction against someone who misled investors so badly? And surely Angus should also be putting the record straight via RNS to make clear the guilt of Tidswell-Pretorius and that the allegations it made against America 2030 are just smears on an innocent party? It needs to set the record straight. It has not done so. It has covered up what went on and looked to cushion the financial blow to TP.
But this is the AIM Casino so, I guess, anything goes. The company employs dirty tricks specialist Tim Thompson of Range Resources infamy to do its PR so why should we expect it to be open and honest rather than operating within the moral vacuum presided over by Marcus Stuttard and the Oxymorons that are AIM Regulation.
Asked to comment on this piece Mr Tidswell Pretorius stated: "The matters, to which your article refers, are the subject of court proceedings which I have been joined as a plaintiff and I will deliver a full and frank refutation of your allegations once the court have concluded and these matters are no longer sub judice."
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