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Will TMS remain 49% minority shareholder in CPSA after returning the 51% to Celamin? How will that work when trying to find future funding?
Yes. I think that's where Celamin's new Tunisian chum cuts in.
CELAMIN HOLDINGS LTD - INVESTMENT UPDATE
https://www.investegate.co.uk/Index.aspx?sector=AIM&date=20190405
Some good news at last now to enforce court orders
https://www.asx.com.au/asxpdf/20190405/pdf/4442mbhlhkrrpm.pdf
I'm out. Finally. Taken a few years but had enough. My last ¼ mill shares were just sold now for 4.25p but published as 130776 shares sold as "algo" trade at 4.26p. Even the trading system isn't telling the truth about Polo.
Anyway, good luck to the rest of you holders. Honestly I hope it rallies so you get a better price if/when you sell!
A (not so) little update:
In their quarter report released this week, Pan Asia is telling us that TCM, the coal mine project (that they are trying to sell) has dropped in price due to their inability to procure logging and other licenses in Indonesia to make mining possible, so it is now clear that there simply isn't enough cash there to repay Polo's original loan to Universal Coal, not to mention the outstanding sum inclusive of interest.
https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02091857
In Pan Asia's annual report, also released this week, they simply say:
"In June 2015, the Company entered into a conditional agreement with Universal Coal Resources Pte Ltd (“Universal”) under which they were to undertake to list the TCM project on the Singapore Stock Exchange. In return, Pan Asia was to receive SGD 30M in shares in the listed company.
In May 2016, the Company entered into a highly conditional share sale and purchase agreement with Universal. Additionally, to assist Universal raise funds for the project’s proposed listing by way of a Convertible Note Financing from Polo Investments Pte Ltd (“Polo”), Pan Asia provided the TCM asset as an additional security for Polo Investments Ltd, in the event that the convertible note was not repaid by Universal. The principal of Universal provided personal guarantees to both Polo and Pan Asia to cover in the event Universal failed and could not repay the loan from Polo.
While Pan Asia has endeavoured to be accommodating to Universal, the Company believes the conditions in that agreement were not met resulting in the Company and the TCM Project’s ongoing survival being placed in jeopardy. The Company then had no choice but to seek an alternative and certain way forward with the TCM Project.
The Company plans to FURTHER ENGAGE WITH POLO TO SEEK A COMMERCIAL RESTRUCTURING OF THIS SECURITY IN THE EVENT THE CURRENT POTENTIAL SALE OF THE TCM PROJECT DOES PROCEED to a point where a sale of Pan Asia’s interest to Glory Merry is to occur.
In the event Polo serves a notice of enforcement of its security provided by Pan Asia, the Company has six months to finalise the sale of the project, repay Polo for Universal’s debt and seek redress from Universal and its guarantor."
https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02091853
I.e. Pan Asia now admits that there isn't enough money to repay Polo so they want to negotiate a debt restructure instead.
Did Tang mention these things in Polo's annual report as the lender here with £4.4 mill at stake?
Disgraceful that the potentially fake Datuk felt that stating "increase in share price by 33 percent from a low of 2.7p to 3.6p" was somehow a great achievement? Ok then, well done potentially fake Datuk, pat on the back, thumbs up and a like for you. Now what are you going to do to justify your outrageous salary and get the share price back to my buy price of 15p ????
Yes i'm having enough of this Polo saga so therefore reducing even further.
Exactly at the same time as the 200,000 BUY trade for 4.3p at 15:23:26 was recorded my limit SELL of ¼ mill shares was executed at 4.32p. Was this partly my trade or a pure coincidence?
This is reputably the largest corruption trial ever and it is starting today
The ex Prime Minister of Malaysia is accused of stealing billions of dollars from the State
"management is congnisant of the gap between the company's share price and net asset value and believes that that this will be bridged by our investee companies delivering on their development plans and thus providing returns on our investments, and through further investment in high quality projects."
While investee performance can be expected to have a direct impact on NAV, how exactly is this expected to narrow the discount?
Aligning Director and shareholder interests by linking director remuneration to share price increases might be the way to go. As things stand it looks like Tang is content to bleed us dry.
.../continuation
"While Pan Asia has endeavored to be accommodating to Universal,
the Company believes the conditions in that agreement were not
met resulting in the Company and the TCM Project’s ongoing
survival being placed in jeopardy. The Company then had no choice
but to seek an alternative and certain way forward with the TCM
Project.
The Company plans to further engage with Polo to seek a commercial
restructuring of this security in the event the current potential sale
of the TCM Project does proceed to a point where a sale of Pan Asia’s
interest to Glory Merry is to occur.
In the event Polo serves a notice of enforcement of its security
provided by Pan Asia, the Company has six months to sell the project,
repay Polo for Universal’s debt and seek redress from Universal and
its guarantor."
In other words Pan Asia recognises that Polo has a legal charge on the Pan Asia subsidiary company that owns the coal mine. However, reading Pan Asia's half year report to 31DEC2017 I noticed that there is also another company involved in loans to this coal mine which is causing grave concern for Pan Asia:
"GOING CONCERN
In the half year ended 31 December 2017, the Company recorded
a net loss of $1,264,454 and a net operating cash outflow of
$64,653. The Company has a working capital deficiency of
$5,057,838 as at 31 December 2017, due principally to the current
nature of the amount owing to Kopex Mining of USD$2,767,500
(comprising loans of USD$2,530,000 and other payables of
USD$237,500) for the feasibility study and drilling activities
relating to the TCM project (“Kopex Loan”). The Company has
entered into a guarantee and indemnity to guarantee the
performance of TCM to repay the loan. At the date of this report,
the Kopex Loan remains outstanding. The Group has a net asset
deficiency of $5,044,847 at 31 December 2017."
And another one apparently:
"ASX ANNOUNCEMENT
NEW EMERALD COAL PTY LIMITED PLACED IN RECEIVERSHIP
Pan Asia Corporation Ltd (“PZC” or the “Company”) has previously
announced that it had entered into a binding but conditional term
sheet to acquire New Emerald Coal Pty Limited (“NEC”), subject to
shareholder approval. Pan Asia has made available a secured loan
of $1,059,070 bearing an interest rate of 12% to further this transaction."
With Pan Asia Corporation being so open on this development, why doesn't Tang do the same? Is it simply too complicated for him to understand?
If Tang was in control of this situation, I am sure he would have written about it, and even released an RNS and explained how wonderful it all is.
Sadly, however I have no choice but to interpret his outdated information and silence as a confirmation that the loan plus accrued interest (around £4.4 mill – or 1.4 pence per POLO share) is LOST.
Nothing would please me more than if someone could demonstrate that this is not the case.
US$3.8m loan to Universal Coal Resources
Tang continues to blatantly give the market what I regard as FAKE NEWS of the real situation with the SGD 5,000,000 (~USD 3.8m) 15% loan Polo gave to Universal Coal Resources in May 2016 to enable a Singapore listing of an Indonesian coal mine. (The 15% p.a. interest alone accrued (and unpaid of course) to date has now reached ~USD 2mill.
Tang only copies and pastes the same old text he has used for several years in the annual and half year reports year after year even though Pan Asia Corporation Ltd (ASX: PZC) [the most important party to this complex situation] reports REAL events which are completely different.
On Thursday 8 November 2018 Pan Asia Corporation issued a stock exchange news release titled:
"Pan Asia Corporation Agrees to Divest its Indonesian Thermal Coal Assets for US$4.6 million (A$6.4 million). Initial Payment of US$2.0 million (A$2.8 million) received." :
https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02045856
https://www.asx.com.au/asx/statistics/announcements.do?by=asxCode&asxCode=PZC&timeframe=D&period=M6
"The [Sale Purchase Agreement] is binding on all parties, and is only conditional on Pan Asia shareholders voting in favour of the divestment by 29 January 2019"
When Universal Coal Resources Pte Ltd failed to list any company in Singapore they should have repaid Polo the loan as quickly as possible. After all it would cost them around ~£9,000 per WEEK in interest charges (15% p.a.) to continue to borrow this money. Since they have not paid back anything I think we can safely assume the money has been spent elsewhere and that is therefore is gone. The total (unpaid)l interest alone to date has now reached ~£1.5 mill (or 0.5p per POLO share)
Pan Asia Corporation has in earlier quarterly stock exchange news releases said the following:
" UNIVERSAL AND POLO
In June 2015, the Company entered into a conditional agreement
with Universal Coal Resources Pte Ltd (“Universal”) under which
they were to undertake to list the TCM Project on the Singapore
Stock Exchange. In return, Pan Asia was to receive SGD 30M in
shares in the listed company.
In May 2016, the Company entered into a highly conditional share
sale and purchase agreement with Universal. Additionally, to
assist Universal raise funds for the project’s proposed listing by
way of a Convertible Note Financing from Polo Investments Pte
Ltd (“Polo”), Pan Asia provided the TCM asset as an additional
security for Polo Investments Ltd, in the event that the convertible
note was not repaid by Universal. The principle of Universal
provided personal guarantees to both Polo and Pan Asia to cover
in the event Universal failed and could not repay the loan from Polo."
... continued/
As of 21 March, 15.59p per share. GCM result not so good as looking to raise equity finance to stay afloat
Why not a members voluntary winding up and distribution of assets in specie to shareholders.? Would eliminate Tang’s exorbitant remuneration package
Quite disturbing that Polo has not responded to the latest communication from Phronimos. This is on behalf of a significant shareholder group including Nicholas Greenwood holding 4.3% of the company.
This just goes to show the character of the potentially fake Datuk who clearly has zero concern for his shareholders. A PLC is answerable to their shareholders so I just can't understand the silence? What agenda is this man on who seems to be running Polo as a private vehicle for his own wealth. Its got to stop.
Registered mine yesterday ,dont know if we can get anywhere but something is better than nothing
I did at the weekend. All they want to know is how many shares you hold. Takes 1 minute.
I would urge other shareholders who, like me, feel that the mess at Polo should be sorted out as soon as possible before more of our cash is spent on "Salaries/ Bonuses " to email sjohn@phronimoscap.com and confirm their support for their present approach
I have just done so.
For what it's worth, I emailed sjohn@phronimoscap.com. and said I would support them, citing my holding (not a lot, I'm afraid.) Got a reply within 24 hours thanking me. If anyone feels they have a point, it would be worth doing the same.
I guess the 'repsonse' was the RNS dismissing Phronimos out of hand.
‘We are disappointed with the response...to our letter’
Was there a response, and, if so, what was it?
I’m glad that they are trying to keep the pressure on, but also dismayed by the level of remuneration that Tang is taking. I did mention in a previous post that the BOD are in a fiduciary relationship with ALL shareholders
A few questions to the Remuneration Committee?
This is a small company which cannot afford such payments especially when the return to shareholders has been so dismal
It’s also somewhat alarming that the company is refusing to permit an inspection of the list of shareholders, citing data protection over Company law. Injunction? Expensive but may be necessary
Thanks, OK, for taking the trouble to post all of this.
I have been asked to post the previous communication from phronimos and urge shareholders to contact them so we can bring about change.I am not a forum chat member for advfn could someone who is let polo shareholders know about this latest info by either posting letter or directing them to this forum.Many thanks and looking forward to an improvement in corporate governance here.
The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted under the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Phronimos is not affiliated with Polo. However, as at the date of this document, clients of Phronimos hold a long position in shares of Polo. We acquired interests in the securities of the Company based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to Phronimos, and the availability of securities of the Company at prices that would make the purchase or sale of such securities desirable, Phronimos may seek to increase or decrease its clients’ long position in the Company.
3. Engage in a thoughtful dialogue regarding potential financing to help unlock value for shareholders. Subsequent to the publication of Phronimos’ letter to the Board of Directors on February 14th, we have heard from other Polo shareholders supportive of our proposals, and, consequently, the concerned shareholder group has grown significantly. Furthermore, we have also heard from other investors willing to provide non-dilutive financing to help unlock value for Polo shareholders.
4. Provide shareholders with the time frame deemed necessary by the Board to evaluate any shareholder value unlocking proposals currently being contemplated.
We strongly urge the Board to respond to our requests and concerns without further delays.
Sincerely,
Sam John, CFA
Managing Member of Phronimos Capital, LLC
Investor Contact: Sam John (sjohn@phronimoscap.com/+1 (424) 781-7871/www.phronimoscap.com)
SOURCE: Phronimos Capital, LLC
Important Information
This document sets out the views of Phronimos Capital, LLC (“Phronimos”).
This document does not constitute a financial promotion of any kind by Phronimos or any affiliate, and the receipt of this document in no way renders you a client of Phronimos or any affiliate. The information contained in this document should not be construed as investment or tax advice, nor should it be construed as an invitation to purchase or sell any of your shares in Polo Resources Limited (“Polo” or the “Company”) (LON: POL). If you are in any doubt as to the action you should take, you should seek advice from an appropriately qualified independent financial or other adviser.
The information contained in this document (which may include price or other data) is for illustrative purposes only and may not be comprehensive or up to date. In preparing this document, Phronimos has relied upon and assumed, without independent verification, the accuracy, reliability and completeness of all information available from public sources. No responsibility is accepted and no representations, undertakings or warranties are made or given, in either case expressly or impliedly, by Phronimos or any affiliate as to the reliability, accuracy, timeliness, completeness or fitness for a particular purpose of information contained in this document or as to the reasonableness of any assumptions on which any of the same is based. Additionally, neither Phronimos nor any affiliate accepts any direct or consequential liability for any errors in or reliance upon the contents of this document. Neither Phronimos nor any affiliate will be responsible for updating any information contained within this document and opinions and information contained herein are subject to change without notice. Certain figures included in this document have been subject to rounding adjustments.
and excellent long-term sustainable value creation. Companies should avoid paying their executive directors more than is necessary to remunerate and motivate them. … No board should allow any executive director to be, or to consider himself or herself to be, irreplaceable: amongst other governance challenges that will inevitably arise, this may lead to demands for excessive remuneration.”
Furthermore, we note that in 2018, the Company issued share based payments granting Chairman Tang the option to purchase 20,000,000 shares at a greater than 70% discount to NAV. We believe the valuation methodology chosen by the Company significantly understates the fair value of the grant. The choice of a particular valuation method to determine fair value is not “fair and reasonable” if it does not take into account information material to the value of the corporation. With regards to investment companies (like Polo) in particular, the Net Asset Value per share is of paramount importance in determining “fair value.” Had the NAV per share been used to determine the fair value of the share based payment, we calculate the value of the grant to be ~USD 2.9 million (or ~USD 1 million annually considering that the options vest in equal instalments over a three year period.) Summing up the 2018 consulting fees and the share based payments using NAV as the fair value in pricing the options, total annual compensation for Chairman Tang was approximately USD 2 million (or GBP 1.5 million.) Even if we were to exclude Chairman Tang’s ~USD 400,000 salary from Polo’s investee company, GCM Resources, his total annual compensation of approximately USD 1.6 million (or GBP 1.2 million) is significantly above the median average total remuneration of GBP 248,000 for CEOs of companies trading on the AIM (as cited in BDO’s AIM Directors Remuneration Report 2018). As we stated in our previous letter, we do not begrudge management teams being adequately compensated when they have helped to create shareholder value. However, Chairman Tang’s significantly above market compensation (approximately 5-6 times the median) stands in stark contrast to the historical returns of Polo’s shareholders, who have witnessed c.80% decline in the share price and received no dividends or return of capital since his appointment in May 2013.