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Indeed. With hindsight it's not difficult to see how some investors here were separated from their cash so easily. Again and again.
dougal, I just googled 'Newco' and up popped a Wikipedia definition as per HITS explanation. With so much that doesn't add up here what on earth is the point of making an issue of a matter that the wonders of that new fangled internet can resolve in a few seconds. Even more odd when you are invested in a speculative technology /IOT
type of company.
If we are led to believe it's correct (the website that is), there are now 488,104,916 shares, this includes the 40,000,000 shares created from the amazing 'pre-IPO' opportunity. Now, that doesn't explain the 714,882,424 shares documented in today's update (I use that term loosely). So, we now have created an additional 226,777,508 shares. I have emailed the company, but for some strange reason the UK Investor Relations Email: email@example.com doesn't appear to be working (it bounces back). I would have asked 'Amitsgotthis' on this board, but he strangely doesn't appear to have any posts anymore.
Just to recap:
13th December 2018
Further to the August web update – Amit Ben-Haim, CEO of Cloudtag, and its advisors are in the process of reviewing several recent commercial approaches concerning its core technology and its applications. In line with ongoing conversations, the board is continuing to review the appropriate timing for the listing.
Nearly one year later...
16th September 2019
Cloudtag announces some changes to its corporate structure including the closure of Cloudtag Inc. (Cayman Co). The Company has a new TopCo (“NewCo”) registered in St. Vincent with the same name as before, Cloudtag Inc. Each share in the Cayman company has been transferred to NewCo on a 1-for-1 basis and, therefore, the total number of shares in issue remains 714,882,424. All technology, research & development and intellectual property has been transferred into NewCo.
Cloudtag is pursuing a number of opportunities including one of the commercial approaches received in the final quarter of 2018 which the management of Cloudtag believes will unlock the value of technology developed by the business, and, as previously announced, a re-listing on a public market.
Further commercial and corporate updates will be made in due course.
Advantages of a St. Vincent Offshore Company
– As a separate legal entity distinct from Manager and Members, the LLC has a completely separate set of rights and existences
– Reduced exposure to risk, with no LLC Members being held personally liable or responsible for any form of company debt
– Companies are exempt for 25 years from all forms of taxation
– Local tax arrangements, available under the Caricom Tax Treaty, give LLCs the option of choosing to pay income tax at the rate of 1% on all profits where investor domestic law requires tax distribution evidence
– LLC use is unrestricted and the company is permitted to undertake any act established for a purpose that does not contravene St.
– Vincent and the Grenadines law
– Simplified business structure, requiring no corporate minutes or resolutions
– Flexible management structures, allowing the flexible distribution of profits
– A form of enterprise that blends corporate and partnership structures
– Strong asset protection arrangements through a wide range of investment structures, simultaneously reducing exposure to legal liability and increasing tax f
Blast from the past
"Cloudtag is pleased to announce that it expects the factory-produced Onitor Track will be dispatched to the Company shortly. These devices will be delivered through our distributors to retailers with whom the Company is currently engaged. Cloudtag continues to adapt its proprietary software and is currently developing and testing a new mobile application (the “App”). The Company intends to hold a live demonstration for shareholders ahead of the retail launch, further details of which will be available on the website in due course. "
This was the AGM where cloudtag got permission to issue a huge number of shares. It also seems to have been the last AGM that shareholders where invited to?
@conrad02 bull****. Total utter bull****.
The above subscription failed
leaving about 450m shares.
Which matches: Number of shares in issue: 448,104,916.
Where do you get 300,000,000 shares from, we delisted with around 640m shares and warrants and have added with the pre IPO, sounds as expected and about right
Amazing contribution from Dougal as usual. At least he's appeared as I was getting worried!
In the corporate world, "newco" is the widely used and completely standard shorthand moniker used to refer to any newly incorporated company...
Sounds like a fancy trumped up name by number crunchers.
Given the track record of this company and its past relationship with the truth, I would have a think about what you consider to be the very worst case scenario and then assume that the actual situation will be slightly worse than that.
It's not an insignificant amount of shares, is it? By the way, there's another 226,777,508 shares floating around in someones back pocket. Even at 1p, it would have raised £2.26 million, add that to the £400,000 and £9.7 million raises in recent times. Any chance Amit bought them for himself?
Oh, we forgot to tell shareholders about it too, but never mind, that's how we roll at Cloudtag.
Someone has bought a shedload of shares in the raise, or possibly even paid in shares for work? It could be something to do with IMEC. Who knows, only time will tell.
I actually personally never shorted CTAG (nor spreadbet against them either). Shorting is not a game for me. I just reckoned I knew a fair bit about mass-market electronics, far Eastern manufacturing of same and appropriate routes to market for same. Based on that, none of what the company and/or its ramptastic shills were saying back in the day stacked up. At all.
However, some certainly did short or spreadbet against CTAG - I've no idea whether any of their shorts are still open or not. But here's a thought - now that it's been confirmed that the company that was shorted (let's cal it "old CTAG") has now been dissolved, I would imagine that any open shorts (if there still are any - and I am really not at all sure that there are any) are now cast-iron guaranteed to be paid out on (if they haven't been already). That'd be my best guess.
Unless one's seriously twisted, nobody could take any pleasure in any genuine PI being taken in by this and losing any of their hard-earned. And IMO there of course are genuine PIs who've lost plenty on CTAG... but those genuine individuals certainly don't represent the entirety of people who've posted positivity on this BB. There have been plenty of others in this murky saga who have posted continually positively for reasons driven by a wholly different and much more malign agenda IMV.
Which explains why so many vociferous BB IDs kept popping up, posting jam tomorrow drivel, then getting deleted - even until recently.
AIM really is not a nice place.
What success????? shorts are still open!!!!!
Joking aside, some individuals could have been very affected by what has gone on here, so let's not get all pally with the so called shorts, yes they read it correctly, but less shall we say experienced individuals have invested hard earned money here based on lies, deceit and less than economics of truth. I dread to think about those who invested more – were they aware of a significant increase in the total shares?
Another year until they move to St Lucia then.
Thanks for that. I kinda knew the questions couldn't be answered!
I have to say, short sellers like you played this company to perfection. You called it absolutely correctly, saw what was going on right from the get go, when gullible (is there another word for it?) longs were taken in by the baseless hype. Shareholders always hate shorts but it is a totally legitimate trading strategy, and the reason private investors lost their shirts here is not down to you guys.
You could have lost really big too if you couldn't cover in time and this company had gone into the stratosphere. (as the company shills forecast!) But you took the calculated risk and were rewarded.
There are lots of lessons to be learned from Cloudtag, but the success of the shorts is definitely one of them. Hats off to you, very impressive.
Maybe Dougal put in the £2million??
Where is he anyway? He was on this board 24/7 for month after month after month when nothing was happening, and now we have this exciting, much trailed, corporate action he is nowhere to be seen...
Mind you, that can be said of a lot of posters on here over the years.
Just a thought but even though it was documented that last year he wanted to raise 400k at 1p so 40 Million shares . When Amit called me and tried to sell me the dream he said there was no limit and I could have as many as I wanted! Maybe someone else took him up on the offer and he raised £2 Mllion hence creating the extra 200,000,000 Shares!!!!!
I wouldnt be surprised in the slightest , not like he would tell us either way as we are inisignificant in his eyes!
Stockpicfree, don't put yourself down. Those are all very sensible and cogent questions to ask. Unfortunately, one would need to be a solicitor expert in both company law and more specifically Cayman Islands company law requirements to answer any of them.
I could offer some semi-informed comments, were CTAG to have been a privately held UK company, governed by UK company law. If that had been the case, then this would not have been allowed to happen. Closing a company voluntarily down in the UK is most usually done via a voluntary liquidation, approved by shareholders in advance, then actioned by the directors following said approvals, utilising an approved independent liquidator, whose job it is to ensure that the assets of the company being closed are disposed of for a fair value (they usually go out to seek bids on any assets from any likely interested parties). The liquidators then pay off any creditors and share out any value balance amongst shareholders of the old company.
But I have absolutely no clue what's allowable in high secrecy/minimally regulated jurisdictions like the Caymans or St. Vincent.
What does seem clear is that CTAG shares in issue have somehow increased by 60% from time of delist to now (from 448 million to 714 million). Amit may have held the authority to have issued all those extra shares, courtesy of Resolution 5 - but it's certainly a massive load more than could be explained by a mere £400k "amazing pre-IPO investment opportunity" raise 12 months ago, as SOYO and others have correctly pointed out.
The perturbing things to me remain as follows:-
What is the need for a newco to have been set up?
What are the articles of association for this newco? Are they different? (I'll bet yes).
Could ABH therefore now issue even more shares without an AGM/EGM if he wanted and cause even more dilution?
Could this dodgy double-glazing company style murky phoenixing really take place without existing shareholders being consulted at all?
To any of the above, let alone to your originally asked 5 questions, I have no clue. And God knows what anyone persuaded to part with more cash in last year's pre-IPO now thinks...
I see, interesting.
I don't think they are, they created another 40,000,000 shares (1p) with the pre-IPO raise of £400,000, at which point there was 448,104,916 shares. Add the pre-IPO shares and there should have been 488,104,916 shares – there's now 714,882,424 shares?
The additional shares are explained by last years pre IPO.
A relisting that no previous shareholder takes part in?
1) Can't offer legal advice, but I think it is obvious the more jurisdictions and layers of companies the harder it would be to have any recourse. New co has aquired the assets of Old co. I would guess that is it, the history and associated liabilities are probably against Old co. Who knows, ask a lawyer.
2) After delisting there was a meeting where a resolution passed which allowed cloudtag to issue I think about 500m shares. This resolution was passed by a show of hands no private individual shareholders showed up. Have shareholder been invited to any AGMs since, I have heard nothing but silence from them on that.
Should there have been a notice? Who knows cayman island company, ask a lawyer.
3) It has been claimed that shareholders pumped 400k into cloudtag last year at 1p. They seem surprised by the number of shares in issue so I guess they didn't know.
4) Who knows. Cloudtag haven't even bothered to share annual accounts with shareholders.
5) Great question!