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Let's all hope that there is Life for LIFE this year with a profitable RTO with DBC.! The deal needs to be completed in the first quarter. Certainly DBC has great potential if it can beat the competition.
I would go with SP7- no point is completing the legals for a charging document without having punters lined up. RP would look pretty stupid participating having just passed on the waiving of the 2 Tranche under their original DBC funding agreement, FFWD I doubt, as would not be consistent with their comments nor their stance on making further investments into DBC- I also get vibe of a falling out between Lorne Abbey and JM. I think we have to take £200k from PEBI on face value, but again doubt further investment as PEBI only has a mkt cap of circa £1.4m. I think JM and friends are putting themselves in a nice position ahead of a listing for DBC via what is effectively a float. DBC will be valued at circa 15m -20m and will have a decent cash balance to take the business forward so hopefully will be an attractive prospect for investors to come on board. Only problem with this, is that no exactly a great deal for RP shareholders as they have given up further share entitlements and warrants.
I am not a lawyer but IMHO the £2m has been raised and from interested investors. Those investors may or may not include JM. The reason for my belief is that if a charge has been created as it has, the loan notes must surely have been issued as they are the reason for the charge. It is interesting to note that the loan notes have been given a repayment date sometime in 2018; I am not sure why they have been dated over a year hence, but as the RTO has to be completed by 5 April to avoid cancellation of the AIM listing, I don't attach any particular importance to that date. I expect an RNS soon from the Bod of LIFE, possibly this week, announcing the issue of the loan notes and their terms in connection with the RTO.
Not sure - it's all very odd as if DBC has just raised £2m by way of a convertible it should be announced by all or at least some of RP, LIFE, PEBI and FFWD. I wonder if the £200k slugs from LIFE and PEBI have been rolled into it and JM himself must be putting a decent amount in and imagine he's running round his contact book trying to raise the rest off the back of the promise of an AIM listing via LIFE and assume the notes will convert at a healthy discount. Just because a £2m convertible note instrument has been created doesn't mean they've all been issued already so perhaps it will all be announced once the funding is complete.
Thks MFL - do you think others have stumped up the £2m as would appear usual suspects have not participated?
Pomander - JM is the sole security agent but not necessarily the sole convertible loan note holder. He just deals with the security side of things on behalf of all convertible note providers. Don't think you can tell who is providing the funding from Companies House alone although guess it is safe to assume that JM is involved to some extent.
If I understand it correctly there is only one £2m convertible loan note holder - JM.
Just found on Companies House website under The Diabetic Boot Company Limited that a charge on the company's assets was created on 20 December for Loan Note holders in respect of £2m Convertible Loan Notes 2018 recently issued. In the RNS advising LIFE shareholders of the potential RTO, we were advised that 'the Acquisition, if completed, would result in the Company's shareholders having at least a minimum of 7 per cent. of the enlarged group (the "Group") prior to the impact of any associated fund raising.' Seemingly the fund raising may have happened or at least be in the process of being done and we are closer to the RTO.
Bignose - thank you for posting that on this LIFE bb. For any holders of shares in LIFE like myself, do read the PLE bb for more postings relating to this. I do hope JM knows what he's doing and can arrange the raising of finance needed in connection with the RTO of DBC. I suspect that it may not be until March that this is sorted out or a change in possible investment for LIFE is announced as it seemingly may take all of the 6 months that LIFE has.
Well that's strange. Life was suspended on the 6th due to a RTO announcement of DBC. Regent were meant to have paid DBC 1mill on the 15th oct which the RPG CEO said had not been paid due to the RTO. Yet how is it that PEBI could still loan 200k to DBC on the 13th Oct. How is this possible and where is the 1mill loan now coming from mentioned in the PEBI EOY results to pay the loan back? if RPG is no longer going to pay it. All seems a bit fishy to me.
Thanks pomander for the additional info.
saintpeter- I also note the following. Might be an exercise of that ahead of the LIFE formal offer document. Maybe its a housekeeping exercise. Share options It is also noted that Diabetic Boot has an outstanding share option held by an independent third party in respect of 1,326 Diabetic Boot Shares, which can be exercised at the price of GBP 5.09 (or approximately US$7.87 or HK$61.39), for an aggregate amount of GBP 6,749.34 (or approximately US$10,439.88 or HK$81,431.06), on or before 30 November 2022.
Has been pointed out to me by Pomander that the allotments may prove to be shares being allotted as a result of warrants being converted prior to the RTO. Certainly a possibility and I shall keep watch on Companies House website to see if more details are provided. Maybe we shall see some more specific details of the RTO next month.
Have just noticed that the DBC filed 4 resolutions at Companies House on 8 December of allotment of securities, but they are not yet available to see as a pdf. At this stage I have no further information, but just wonder whether it is some action connected with preparation for the RTO. I will check Companies House website each day before Xmas in case the resolutions become available to see. I am aware that Regent Pacific hold an interest in DBC and they are going through interesting times. Do not know whether they will retain their interest in the company when the RTO occurs.
That's fine siantpete7r - I pop this on here too with a bit more commnet at the end, as you may not visit RP/Ple board very often Thanks sainpeter7- I suspected that maybe the case or the t/o of RP which has also been discussed. I support a t/o theory and the fact that is now more than 2 months that LIFE has been suspended kinda supports my view. The LIFE acquisition of DBC on the face of it appears quite strange, because it was only a few months ago that RP put in place a fairly complex funding arrangement, including the allotment of further shares in DBC to RP, upon it achieving certain milestones. I am struggling to understand why LIFE has been suspended for so long, especially with JM on both sides of this deal, surely in normal circumstances a formal offer document would have gone out by now. There must also have been some advanced planning. If this all due to a possible t/o of RP, LIFE may simply new shares directly to the shareholders of record in RP thus preventing LIFE hitting RP's balance sheet as any acquirer will only be interested in the rights to Fortacin. If that is the case the Its all speculative, but the best we can come up with given the radio silence. Good luck to you also- In know JM is very bullish about DBC and it has begun supply pulse flow to US veterans - there is a range of views, but the top end is that could be a blockbuster product which is why a I am surprised it is being shipped out of RP. I don't think it was just to save the LIFE listing, that would be pretty negative for you guys and JM has a multitude of entities that he could have rto into LIFE. I think it is a sound investment d for LIFE shareholders. If I don't get some LIFE shares via any t/o I will certainly add some to my portfolio.
Sorry Pomander, I should have looked at your posts before my post at 01.39. I realise now that you know an awful lot more than me about Regent and Plethora and I should have taken more care with my words referring to a business reorganisation. I hope all works out for you with Regent.
You may have seen this, but in case not, this is a recent presentation from Regent Pacific http://www.regentpac.com/ICMServlet/download/18-2084-3378/Regent%20Presentation_Nov16(a).pdf When I referred to their business reorganisation, I was just making reference to the statement in the presentation taken from their 2015 Interim Report that the Group is committed to divesting of non-core assets and investments to enable the Company to pursue growth and opportunistic investments in the life sciences sector. I have no idea whether Regent will hang on to the 22% holding it has in DBC. It is interesting that its investment does form part of this November presentation. I suppose they could hang on to their investment when DBC is reversed into LIFE. LIFE gave DBC a loan which is fully repayable on the earlier of 31 March 2017 or the date on which DBC secures additional equity funding of £1m. So that date is probably a deadline. To answer your question as to why it would take so long to get a formal offer document issued, my experience is that these matters do take a long time to arrange with so much due diligence to take place relating to the information to be provided in the prospectus and the large matter of the funding to be raised. I have investments in four companies at present which are either in the process of arranging an RTO or are cash shells with that in view and I have learnt that patience is required. I believe that they all have potential to at least double in price, which is why I hold them, but naturally the waiting game does not suit many investors. Sorry not to be able to be able to shed any more light on when we might expect the RTO to be concluded.
saintpeter- as JM is effectively on both sides of this deal and controls the process why would take so long to get a formal offer document out? Its pretty miserable for any LIFE shareholders that might like to trade to be suspended for so long already, particularly as we approach Xmas You refer to a business reorganisation at Regent Pacific - what exactly do you mean by that.
thanks for that Saintpeter
As you will read from the bb, JM is presently involved with Regency Pacific, who own a share of DBC. I suspect that the Regency business reorganisation has to be sorted out first before he concentrates or indeed is able to deal with the RTO for LIFE. He has until 5 April 2017 and I suspect that it will not be until January/February that the RTO for LIFE will be arranged. It also gives DBC longer to become more established and of greater value when brought to the market via the RTO.
There is a lot of speculation on a possible TO, which could be a reason for moving unwanted investments away from RPG. Someone tweeted JM on the possibility of a TO and the only response was.....Sssshhhhhhh. Now I wonder why he would respond like that. :o) Anyway, this has nothing to do with LIFE except a reason for the reverse TO into the DBC. (note: I am uncertain as to what will happen to RPG's holding in the DBC since if the RTO goes ahead RPG would probably want to offload the shares held. maybe they would be purchased by LIFE ?) If the speculated TO of RPG comes to nothing, then at least RPG have until April next year to bring it back or they just keep their slightly diluted holding of the DBC through LIFE. All food for thought. GL Good luck
Bignose - very interesting today's BB for PLE re Regency. So RPG is selling off the assets that it does not want and it is felt that RPG may be used for new assets, perhaps more in line with the Fortacin business. Is that a fair summary? Anyway, I hope that this is not diverting JM's attention from reversing DBC into LIFE, although he does have until 5 April 2017 before the RTO needs to be made.
It Would appear that RPG are In the process of offloading and stripping out investments for one reason or another :-). You can read the speculation on the LSE: PLE page. They own Fortacin which they announced the start of sales in the U.K. Last Friday. JM owns a big chunk of RPG and also is invested in Life so it seems this reverse take over is to keep the DBC as part of his personal portfolio.
Thank you for that Bignose. So I read from the RPG website that they did invest just under £1m in DBC at £23 per share in May 2016 so that my suggested valuation price appears too low. With there being 605,477 shares in issue, that would value DBC then at just over £13.9m. If we are to get a shareholding of just over 7% (as per the last RNS from LIFE), it would value the existing shares in LIFE at roughly £1m. or 2.67p per share. As one would anticipate that the share value in DBC when brought to market will be higher than the £23 per share paid for by Regency in May 2016, we look fairly certain to end up with shares worth more than 2.67p per share compared with the suspension bid price of 2.25p. Speculation I know but hopefully you will agree not an unreasonable basis for calculating the post-suspension value.