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I sent my details off to prim. Via his website but he hasn’t come back to me yet.
I gather that the FCA have requested further information.
The wait continues…..
L
Thanks Lazygun.
Did you speak to 'PrimForAll' ... or can't you say?
I don't see why the company would need the FCA's approval to RNS its final results.
De-suspending after the final results are released is a different matter.
Then there's the issue of NZI's 1.12.22 Chairman's statement talking as if the TCP RTO is still live, despite the 18.11.22 'termination of acquisition' RNS.
It's time I feel for an RNS update, please.
Very disappointing indeed.
Stuck in here for months with no end product.
Get it sorted NZI.
So,
no further update from the company yet.
I've also spoken with corporate actions at LSE who indicate its entirely between FCA and the company.
spoke to FCA and nothing they can say as it has to remain confidential between FCA and the company representatives, which means its basically down to waiting on info from the company....
disappointing...
not good...
l
Thanks Lazygun.
All the best.
Lord knows.
My understanding is that accounts have also been sent to the FCA, though it is interesting to see that no RNS to that effect has yet been released to the market, so maybe it's just a case of getting through a backlog on the FCA's part?
I have been in touch with Michael Ellwood, and so far there seems to be no sense of anything other than the FCA has the information it needs to make the call. I do get the sense that Michael shares the frustrations of the shareholders,
I have also emailed the FCA on the matter, though whether they would tell me anything is debateable.
I
Asking again.
Why are we still suspended?
Im happy to chat on the phone but you will have to send me an email ( check PRIM website) and let me know your contact details if you think that would be of some help
Ever the optimist. There are a lot of attractive deals to be made out there. If you find the right deal then it could be very good. Obviously since they started conversations with the original target then the market has changed dramatically and so it is important that any deal struck is on the right terms whether it is with this company or a new target.
Mike is also a decent chap and so he is fully aware of what is in the best interests of shareholders.
Cheers
Rupert
Hi Prim.
Appreciate your response. You have no concerns yourself then?
Rgds
L
Hi LG,
If you have any concerns then I would suggest you contact Mike Ellwood. He is far better placed to answer your questions and is very approachable.
Best
Rupert
I have heard that it is with the FCA.
However I am increasingly concerned over the silence….
If it is the case. Then either the FCA are dragging their heels, or there is some sort of problem which NZI are unwilling or unable to elaborate on.
Someone mentioned on here that “primforall” is Rupert Labrum’s handle on LSE. It would be interesting to see if he could comment on here given the size of his personal stake. From what I can work out a significant portion of which was acquired in the open market, so must be close to the best part of £500k spent which is pretty substantial…
L.
Acquisition pulled.
Accounts filed.
Why are we still suspended?
Terry,
Quite a bit of cash has clearly been spent on trying to arrange the TCP acquisition. If that RTO is aborted, and NZI can't recoup the monies expended on that (& there's been no indication that they can), then the money has been wasted.
If TCP had pulled out of a RTO agreement without good reason, then it would be standard practice to have a provision for NZI to recoup its aborted costs. But NZI's annual report doesn't say whether the heads of terms signed had agreed an equity split between NZI & TCP, or whether it was subject to placing funds being raised.
Either way though, I think it's in the interest of both parties to proceed with the RTO regardless of whether they can raise significant additional funds at the desired price at the moment. The enlarged entity can look to raise such funds next year, when market conditions should have improved. It's generally easier for an already listed company to raise funds anyway, with no floatation risk, and an established share price pattern. So you don't have to do it all at the same time.
And in the meantime, TCP will be operating as a listed company, getting its story out to the stock market, and progressing its growth: albeit with less funds than it would like, but if it shows what it can do with more limited funds, then investors should be impressed enough to more willingly provide more.
I don't really buy the 'hard to value correctly' argument in this case, as TCP is profitable, not a blue sky loss-maker.
If TCP pull out unnecessarily, then they may well find that other shells are wary of dealing with them in case the same happens again. That would leave the IPO route.
But the RTO route may have attractions to the IPO route that may give it additional 'value' to a company wishing to float:-
• A requirement to give away less equity than in an IPO.
• Potentially more speed and certainty - an aborted IPO due to market conditions could be very expensive, and time is money.
• The 'shellmeisters' may also have attractive business acumen, contacts, and 'clout', that may be attractive to the floating company.
Thanks for that, Lazygun.
NZI's annual report & financial statements for the year ended 31 March 2022 were filed on 12th. December 2022, but are dated 1st. December 2022, including a statement from Chairman Michael Ellwood dated 1st. December 2022.
Here are a couple of extracts, the first one being from the Chairman's statement:-
"The challenge for the Directors is to find a suitable acquisition upon which to base the Company's future at a time when assets in the renewable or clean energy sector are becoming increasingly hard to value correctly."
"The company has evaluated potential acquisition opportunities and in May 2022, the company signed a non-binding letter of intent ("LOI") to acquire the entire issued share capital of Taylor Construction Plant Limited and Solar Highways Limited ("TCP"). TCP is a UK based infrastructure services business. This acquisition, if completed, along with an associated proposed placing of shares by the company, would result in the shareholders of the Target having a significant minority interest in the enlarged group.
The principal activity of TCP is the supply and hire of specialist equipment to UK infrastructure and construction contractors. TCP is transitioning its existing business from diesel-powered to zero emission equipment powered by hydrogen and other renewable sources. This is carbon neutral at the point of use and offers customers an alternative to the use of diesel across a wide range of market applications, including in construction, events, film, and temporary power. TCP is profitable and includes as its customers a number of leading participants in the infrastructure services market.
The proposed acquisition is subject to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code."
https://find-and-update.company-information.service.gov.uk/company/13236308/filing-history
Interesting, there's no mention of the TCP RTO being aborted, as RNSed by the company on 18th. November, so perhaps there's still hope.
Re the suspension: it's clearly not possible for the company to return from suspension if the TCP RTO is still live, unless a prospectus for the RTO is published first.
This would still be the case even if NZI's annual report and financial statements is RNSed.
Accounts submitted to companies house yesterday
https://find-and-update.company-information.service.gov.uk/company/13236308/filing-history
So we should be getting a return from suspension request pretty soon I’d expect
L.
Thanks for that useful update Lazygun.
I’ll have to doublecheck that dissolved thing. MYbe I was seeing things lol.
Anyways,cut and pasted from advfn board…
Just got off the phone with David Scott.
shares remain in suspension pending release of accounts which will cover period up to march (so before the suspension in may).
Accounts are apparently with their auditors for finalisation. David has indicated an expectation of a few days…..
Also looks like ikonia fintech may be expanding its services to include more activities on the corporate advisory front (which is David’s area ).
This is the information David S has provided me with.
So, now we wait….
L
Great analogy Hedgehog.
Thanks.
"Ikonia Capital (UK) Ltd is an active company incorporated on 24 June 2022 with the registered office located in Leigh-on-Sea, Essex. Ikonia Capital (UK) Ltd has been running for 4 months. There is currently 1 active director and 1 active secretary according to the latest confirmation statement submitted on 24th June 2022."
"Mr David Alexander Hill Scott
British • Director • Born in Sep 1965"
https://suite.endole.co.uk/insight/company/14194225-ikonia-capital-uk-ltd
Thanks Lazygun.
I've followed your link, and I can't see any mention of that company having been dissolved on 22nd. June.
It actually says that it was incorporated on 24th. June 2022.
It's a bit of a minor side issue though: Ikonia (David Scott) is just NZI's Corporate Adviser, and Ikonia's financial position etc. isn't that relevant.
David's position as Ikonia's Head of Corporate Finance wouldn't mean that he would use that role for NZI.
Axis Capital Markets (NZI's broker), and Alexander David Securities (an NZI company advisor) would presumably be the ones charged with fundraising for NZI.
https://nziplc.com/shareholder/#targetid
Re the suspension: I'm not even sure that it's necessary or appropriate for the company to return from suspension at the moment.
Note that when NZI's RNS was issued on Friday, they had yet to apply to the FCA for a resumption of trading.
Such an application and trading resumption can sometimes take weeks.
In the meantime, NZI could potentially arrange a new RTO ... so potentially there may not even be (much) time to desuspend in the interim.
Even if there was, there could be wild swings in the share price, and a 'false market' due to lack of info., susceptible to manipulation by derampers and rampers.
Personally, if I had a near 30% shareholding here like Rupert Labrum, I would be looking to get a grip on this situation.
Hopefully that's what he is doing!
I only say this because David Scott is presented as being head of corporate finance, and when you look at the ikonia fintech website, you can see all the main people there, and he isnt on their list - you'd have thought as head of corporate finance he would be....
oh, and the ikonia capital dissolved in june 22 - a month after nzi was suspended too......
(paranoia working overtime lol)
L
Im not sure that ikonia fintech is the right company.
I've found this one :
https://suite.endole.co.uk/insight/company/14194225-ikonia-capital-uk-ltd, and this one actually does have a david scott associated with it.
The bad news is it says the company has been dissolved, so it makes me wonder where David Scott is working now....
I think the ikonia fintech might be coincedence.
Still - I'll ask him when he gets back to me
L
Another possible contact is NZI's largest shareholder, Mr Rupert Labrum, who holds 29.65%:-
https://nziplc.com/significant-shareholders/
He is also Executive Chairman at Primorus Investments (PRIM):-
https://primorusinvestments.com/about/the-board/
And he posts on the LSE PRIM board as PrimForAll :-
https://www.lse.co.uk/profiles/primforall/
Although he's not a NZI director, as the largest shareholders he may have easier contact with its directors, and indeed may carry some influence.
I would be interested in his views on why NZI doesn't RTO TCP now, without raising funds, and the raise more funds next year.
Note that 'pre-existing' main-listed shells that listed by 2.12.21 (i.e. including NZI) can still arrange a sub £30M. RTO (minimum only £0.7M.), up until 1.12.23 completed FCA submissions; after that they can still arrange RTOs, but subject to the £30M. minimum.
Thanks for that info. Lazygun.
Personally, I wouldn't worry if some of the contact details haven't been updated.
Details do sometimes change, and updating isn't always a priority.
Ikonica's registered office is in Germany, but their operations are in London:
https://ikoniafintech.com/
"The Directors of NZI still aim to effect a transaction in the renewable or
clean energy technology sector, in line with its existing acquisition strategy
in the new year."
The New Year isn't far away.
Normally if a shell with NZI's market cap. and cash said that it it could effect a RTO shortly, you would expect a nice s.p. uplift in anticipation.
I have also previously seen directors come in to buy shares after an aborted RTO.
So a dip at trading resumption could provide a real buy opportunity, from an already depressed s.p.: the market cap. of £1.34M., at 2.2p, is already very low.
Moreover, the market cap. & cash numbers here are similar to CRES, which has a proposed RTO at a shell value of c. £2M.: for NZI that would equate to about 3.3p/share.
That's above its IPO price of 3p last year - shells like to RTO at a premium to their original float price.
Well,
I've sent Michael text messages, and also tried to contact David Scott of Ikonia, and also Kamran Hussein at Axis Capital Markets to find out more about when they are returning to the market.
Michael texted back saying he would get David to contact me soonest.
The number for David on the RNS is an incorrect number. Ikonia are based in Europe, and the number on their website is also an incorrect one - which does give me some cause for concern considering they are supposed to be NZI's corporate advisers....
When I got through to Axis, a dealer from their trading operation answered, and also said he'd get Kamran to give me a call.
It's not looking great.....
L.