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All very shady lads
OofyProsser:
"So precisely how they got from being declared insolvent to being bid for at £1 by Prism, and that bid accepted, is a mystery to me"
Correct. They haven't gone go into administration, have not appointed any insolvency practitioner or administrative receiver either. I just did some reading on "insolvency" that could be a key to the mysterious sale. The interesting part was that "The principal focus of modern insolvency legislation and business debt restructuring practices no longer rests on the liquidation and elimination of insolvent entities but on the remodeling of the financial and organizational structure of debtors experiencing financial distress so as to permit the rehabilitation and continuation of their business" and then "Implementing a business turnaround may take many forms, including sale as a going concern.....". The question that remains is: how? How come BOD just agreed a sale for $1 without shareholder vote?
PS. Even in my bravest dreams I don't expect to receive any financial payout, just want to understand the process. Wonder who could shed any light on that sale process? Any idea where to go with it? Clearly it cannot be a complete mystery, it must have been done based on something and there must be people who at least understand the logic behind the process.
Another intriguing part of the from 17 December 2020 is:
" Further to its announcement on 6 October 2020, the Company today announces that it has entered into a definitive agreement with Global Fintech Investments Holding AG ("GFIH"), an affiliate of Prism Group AG ("Prism") to sell to GFIH the entire issued share capital of Finablr Limited" and then "The completion of the Transaction is subject to customary conditions, including the receipt of certain regulatory approvals".
Do you think that "shareholder approval" could in fact be included in the "customary conditions" term mentioned in RNS? That would basically mean that BOD "has entered into a definitive agreement to sell" with Prism on behalf of Finablr and that is now subject to customary conditions (read: shareholder approval) and certain regulatory approvals. Or am i just making this up?
In the first RNS mentioning the sale dated 06 October 2020 they DID say that "After due consideration the Board has approved the offer and the Company will proceed to negotiate a share purchase agreement with Prism documenting the terms of the transaction and seek shareholder and regulatory approval".
ELREY: Shetty’s assets in the UAE and the UK are frozen, I think. I don’t think he’d be allowed a voice in what’s happening to Finablr. In the UK, where a company is insolvent, you’d normally see an Administrator or Receiver appointed and he’d get on with working out whether it could be rescued and if not, what its assets were worth and how they should be shared out. There’s a set schedule for this, orders of priority, starting with HMRC (I think) and the lawyers/accountants handling the dissolving of the company, then secured lenders and then unsecured lenders/trade creditors/employees etc. If there’s insufficient assets to meet every one of these creditors, the equity owners (shareholders) get nothing. If there’s a surplus, it’s shared between the shareholders pro-rata. In Finablr's case, the chances of any surplus are infinitesimal. In the UAE, I’m not sure what the process is. It ought to be very similar but I don’t recall an Administrator being appointed, just a couple of investigation firms appointed to inquire into what had gone on and a creditors’ committee set up. So precisely how they got from being declared insolvent to being bid for at £1 by Prism, and that bid accepted, is a mystery to me. The important thing, however, is that it was insolvent (very) and there doesn’t seem to me to be any way, in any jurisdiction, in which the shareholders would be involved in any vote to decide its fate, or receive any financial payout.
OofyProsser
Thanks, question: do you generally have any knowledge about the rules governing the sale of a listed company (or its subsidiary) lets say in a normal civilised environment (not in the middle east)? It needs to be approved by shareholders right? Is it 50% plus one or other majority that is required? I was just thinking, Shetty owns 64% or so shares in Finablr, if he simply agreed to it the deal could go through. Or, if he's under investigation and huge irregularities (fraud) are being discovered etc. maybe there are some rules allowing BOD to take over the control of the entity and simply sell company without his consent providing it is in the "best interest of the company" in the circumstances? Could this be that simple?
PART 2
The most worrying is the following sentence:
"The completion of the Transaction is subject to customary conditions, including the receipt of certain regulatory approvals"
So they replaced "shareholder approval" with "subject to customary conditions" whatever it means.
That's why I keep banging about that sale for $1 without shareholder vote and approval. Dodgy as fck. What's really happened there? Anybody?
PART 1
Denny
Yes true, the RNS from 06 October 2020 said that "....and seek shareholder and regulatory approval" BUT....
In RNS from 15 October 2020 they already hinted a nominal consideration: "The proposed core terms of the Transaction remain those set out in the 6 October Announcement, namely the restructuring and settlement of the debts of Finablr Limited and its subsidiaries, the provision of working capital for Finablr Limited and its subsidiaries and the restructuring of the board of Finablr Limited and its subsidiaries, and will involve only nominal consideration being paid to Finablr plc."
And then, in RNS from 17 December 2020 they say: Further to its announcement on 6 October 2020, the Company today announces that it has entered into a definitive agreement with Global Fintech Investments Holding AG ("GFIH"), an affiliate of Prism Group AG ("Prism") to sell to GFIH the entire issued share capital of Finablr Limited, the Company's wholly owned subsidiary. Finablr Limited owns the entire remainder of the Company's group (the "Target Group" and the "Transaction"). The Transaction will constitute the sale by the Company of its entire business and operations. Prism has formed a consortium with Abu Dhabi's Royal Strategic Partners ("RSP") in connection with the Transaction, as further described below.
Terms of the Transaction
The completion of the Transaction is subject to customary conditions, including the receipt of certain regulatory approvals.
In return for the transfer of the Target Group to GFIH, in addition to the nominal initial consideration of US$1 payable, GFIH is providing working capital support to the Target Group to enable it to continue to operate and to support various stakeholders in the Target Group, including employees and creditors of the Target Group. In addition, GFIH will undertake to support and facilitate the Company's continued efforts to recover funds from third parties in respect of possible historic wrongdoing within the Group. In this regard, subject to certain conditions, the Company and GFIH have agreed that GFIH shall pay to the Company, by way of additional consideration, a further amount equal to 25 per cent of any such funds received by the Target Group from third parties, up to a maximum of US$190,000,000. GFIH has also agreed certain provisions with the Company relating to the coordination of efforts to investigate possible historic wrong doing within the Target Group."
They NO LONGER mention shareholder approval. Looks like BOD just sold the company for $1 to Prism without shareholder approval. It says it will "continue to operate and to support various stakeholders in the Target Group, including employees and creditors", but again, nothing about shareholders.
Somethings going on, though I know not what!
Or these are old news
Short of knowledge I am confused. What they are building. No way they will get all cake I want to get some piece of it.https://www.gdnonline.com/Details/1032981/FSRA-grants-approval-for-Wizz-Financial-to-acquire-Xpress-Money-Services-Limited
https://www.google.com/amp/s/www.zawya.com/mena/en/story/amp/ZAWYA20211109112040/
shareholder and regulatory approval. My arse
RNS Number : 2111B
Finablr PLC
06 October 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
6 October 2020
Finablr PLC ("Finablr")
Offer for Finablr Limited
Finablr PLC is pleased to announce that it has received an offer from Prism Advance Solutions Limited ("Prism") for the purchase of 100% of the share capital of Finablr Limited and its subsidiaries ("Target"). After due consideration the Board has approved the offer and the Company will proceed to negotiate a share purchase agreement with Prism documenting the terms of the transaction and seek shareholder and regulatory approval.
Prism's offer has three key elements that will see this transaction successfully completed within four weeks subject to all legal approvals being obtained: a) restructuring and settlement of the debts of the Target and its subsidiaries; b) provision of working capital for the Target and its subsidiaries; and c) Prism restructuring the board of the Target and its subsidiaries.
Statement from Guy Rothschild, Co-Founder and Director, Prism Advance Solutions:
"We are delighted with the Finablr deal, representing as it is the first major UAE-Israeli commercial transaction. We are very thankful to the UAE leadership and authorities who have been incredibly supportive of us. We look forward to working closely with them in the revival of the Company. We acknowledge that it's going to be a challenging journey and that there would be difficulties along the way, but we are confident that with the support from all parties involved we will realize Finablr's full potential. Finablr offers a huge opportunity in the digital payments space across multiple emerging markets and its assets and proprietary technology positions it for further global growth."
Statement from Bhairav Trivedi, Group Chief Executive Officer, Finablr PLC:
"After months of hard work under very trying liquidity conditions compounded by the impact of the Coronavirus on our operations, I am excited to now go forward with Prism. My management team has done a stellar job of focusing on our operations whilst seeking a holistic solution for the Group. Our employees have worked at reduced or zero pay for some months and this deal is only possible thanks to their hard work and sacrifice. We now enter a new chapter in the Company's history. We thank all our clients, regulators, creditors, advisors, and vendors who stood by us during these trying times. We are honoured to be involved in this game-changing transaction in the Middle East."
Statement from Michael Tomalin, Non-Executive Chairman, Finablr PLC:
"The deal with Prism offers the optimal solution for Finablr. I want to thank the Board, Bhairav and his management team, our employees, regulators, creditors and advisors for their hard work and support in these past months."
Statement from H.E. Abubaker
States here a shareholder vote will be required if a sale takes place, that never happened.
The only hope I have is Wizz is now one of the biggest cross boarder remittances houses in the world and will want to be on the stock market in order to obtain additional funding via placings etc.
Yes this will dilute or investments but they should want to be floated as part of the winder picture.
As such we may not get any money back feom wrong doings but we may well get a unsuspended investment at some point.
Why the hell arnt EY being halled over the coals, Amigo loans have paid hell for trying to right there wrongs, all FCA driven too
https://www.newsofbahrain.com/business/78755.html
Finablr plc was rebranded right ?
The company conducting this transaction was finablr plc right ?
They enjoy the benefits of this transaction . Market share increase , more customers etc ...
So Where the heck do shareholders stand ? Prism bought for 1$ , all finablr plc. Including share cash from the original IPO ?
I'm a nobody, but clearly the company in which we invested is still out there doing deals ... Somone explain that to me please ?
ELREY: yes, you’re right, there’s virtually zero chance of shareholders rescuing anything from this disaster. Shareholders have been extremely unlucky, the management has been either wholly incompetent or corrupt and the system is not designed to offer them any protection or compensation.
AIM seems to me to be worse. The market there is virtually unregulated, shocking really (though you’d also have lost all your investment in NMC, Finablr’s FTSE100 sister company). I think the only reasonably safe investments are among FTSE100/250 companies with a UK domicile and UK management. There’s no worthwhile due diligence performed on any of these overseas-domiciled companies which get a quote in London. The investment banks introducing them couldn’t care less about investors and nor could the regulators.
That is fine Indomie but I don't think this helps us please tell me if I am wrong
I think lads we are ****ed
I think lads we are ****ed
OofyProsser
Thanks, Yeah I've seen that. It's just a register, it means nothing. When I was chasing debtors we were told that this is a standard procedure by Companies House when the company fails to submit the required documents. We were also told that HMRC and/or creditors can apply at anytime to reinstate the company to the Companies House Register if it has already been struck off. They can then force it into compulsory liquidation in an attempt to reclaim the money they are owed. Apparently that's the way it works: creditors have to first force the company into compulsory liquidation if they want to reclaim the money they are owed. Normally if the company is still trading and there are still assets left, obtaining a favourable judgement and appointing High Court enforcement officer is enough to seize goods or repossessing property. Obviously here it's not that simple because there there are no assets left. Therefore our best bet would be to force the company into compulsory liquidation first and then go after the individuals who perpetrated the fraud. That's the theory. In practice, go and try finding some Indian / Arab executives who just stole a billion dollars in the middle east and conduct a successful investigation / prosecution ;) Trust me, with that kind of money a new identity is not an issue in some parts of the world.
Bowlers12: the thing is, if Finablr plc is struck off and dissolved, the LSE denial of permission becomes academic, surely? I’m no lawyer but that would be my guess. I’m sure there are legal avenues by which a company dissolved in this way can claim back its assets (if any) from the Crown at a later stage but I imagine it is a rigmarole, time-consuming and expensive. And I don’t think Finablr has a company Secretary currently, does it? The reason for the move to strike it off seems to be Finablr’s failure to file its accounts. They don’t seem to be n a position to do this, and don’t seem to be in a hurry to satisfy Companies House.
Yea I read that
Companies House just emailed me for Finablr name after I contacted them last week asking about progress on Fin
ELREY: I’m sure people on here will have seen this, but in case they haven’t, the Companies House pages for Finablr plc include a First Gazette Notice informing its readers that “unless cause is shown to the contrary, the company will be struck off the register and dissolved by the Registrar of Companies at the latest by 11 March 2022.
ELREY: I think the Finablr situation has been complicated by the multiplicity of jurisdictions in which it operates and the inexperience in these matters of the UAE authorities. In addition, Finablr’s fx company in the UAE was the biggest remittance agent for money from workers in the UAE to the sub-Continent, and the UAE has been extremely keen to keep it operating. There are bank creditors in the UAE and in India - lots of them. The fact that it’s quoted in the UK is largely irrelevant to the UAE authorities, whose problems are more complicated than the interests of UK shareholders. The attachment below gives a sense of the issues:
https://www.tamimi.com › a-tale-of-...
A tale of corporate insolvency options for distressed debtors - Al Tamimi & Company
As a result of the internal investigations conducted at the parent entity level (Finablr), in early March 2020, the UAE Central Bank announced, ...
Bunch of crooks all of them I have lost £2399 on this company
Hope our CEO can sleep at ni
Indomie
I agree. The scary thought is that it can really happen anywhere, anytime, and in any company. Literally anywhere. And nobody will even lift a finger to prevent / prosecute those responsible for that mess. It was well over $1billion for goodness sake, imagine what's going on behind the closed doors in all those listed companies with "trusted" BODs where people invest their hard earned...Terrifying.