The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.
London South East prides itself on its community spirit, and in order to keep the chat section problem free, we ask all members to follow these simple rules. In these rules, we refer to ourselves as "we", "us", "our". The user of the website is referred to as "you" and "your".
By posting on our share chat boards you are agreeing to the following:
The IP address of all posts is recorded to aid in enforcing these conditions. As a user you agree to any information you have entered being stored in a database. You agree that we have the right to remove, edit, move or close any topic or board at any time should we see fit. You agree that we have the right to remove any post without notice. You agree that we have the right to suspend your account without notice.
Please note some users may not behave properly and may post content that is misleading, untrue or offensive.
It is not possible for us to fully monitor all content all of the time but where we have actually received notice of any content that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these terms and conditions, then we will review such content, decide whether to remove it from this website and act accordingly.
Premium Members are members that have a premium subscription with London South East. You can subscribe here.
London South East does not endorse such members, and posts should not be construed as advice and represent the opinions of the authors, not those of London South East Ltd, or its affiliates.
ELREY: the first strike off action notification, if I remember right, can be suspended if the company concerned requests it and informs Companies House of the steps it's taking to comply. You see it quite often with small companies, there’s a small fine involved.
There is no magical document that will stop the strike off action, it is just a matter of time. Compulsory strike-off action can be suspended for variety of reasons. The most common reason for a company strike-off procedure being rejected or suspended is if HMRC believe that the company has unpaid tax liabilities such as VAT or corporation tax. Objections can also be raised by other interested parties such as:
- Creditors who have unpaid bills with the company.
- Anyone who has proof that the company has traded, or changed its name within the last 3 months.
- Any interested party who was not informed by the directors of the application to strike-off the company.
- Anyone who is currently engaged in legal proceedings with the company, or is taking action against the company to recover debts
This way or the other it will be removed from the register, it's just a matter of time. 100%. Companies House always do it.
You are writting like journalist. What You think is in that document that will hold of this strike off action.
The compulsory strike-off action against Finablr has been suspended. This becomes clear from a document filed today with the Companies House.
Last week, Finablr said that it received notice from the Registrar of Companies on 11 January 2022 that, unless cause is shown to the contrary within 2 months of the date of the notice, the company will be struck off the register and dissolved.
Finablr said back then it was in the process of resolving the queries raised by Companies House in relation to the striking off notice.
Earlier today, Finablr confirmed that its subsidiary Xpress Money has entered administration. The UK Financial Conduct Authority (FCA) has also confirmed that special administrators were appointed at Xpress.
Well I am worried about getting my investment back. But it would be exciting to see how turned poo in diamond
On companies House cool
OofyProsser
No problem, thanks for responding.
ELREY: no, sadly I can’t shed any light on this. I’ve concentrated on the bottom line, which is that I can’t see any chance at all of the old Finablr’s shareholders getting anything out of it. Perhaps UAE law is different or perhaps they’re making it up as they go along. Or maybe some step was taken in the process that we haven’t heard about. I’ve no idea. It’s new to me, that a company is sold without apparently being put through a process of administration. I do feel great sympathy for the shareholders, who’ve been robbed in record time, with no recourse.
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
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