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The powers that be will drag this scam out for as long as possible, and why not.
Each day puts yet more of the share holders hard earn't into the scammers pockets.
Do they have any miss givings about how they obtain their salary!
Seen no sign of it so far.
Salted enough out of this joke of an oil finding circus
This sham of a company should be shut down ASAP.
Here’s an example of a stealth raise of £6,175,000 to part pay for an increased share of HH:
https://www.lse.co.uk/rns/UKOG/completion-of-further-interest-in-hhdl-qy2pwsvy9iwm5ea.html
Sometimes UKOG would do a placing and then use to cash to by some “investment” other times it would pay in shares and the receiving party immediately off load the shares probably via the same broker that would of done a placing.
Yes , the £275k 'profit' relates to that on oil production only and excludes other costs; Certainly does not cover Sanderson's wages
UKOG reported
"An Operating loss for the year of £3.5 million was recorded"
My totalling of fund raises only goes back to 2017;
UKOG fund raises since 2017 ;
19.5.17 £6.5m placing
15.11.17 £10m loan
15.6.18 £5.5m Placing
2.7.18 £5m placing
4.7.18 £2m placing
27.3.19 £3.5m placing
7.8.19 £5.5m loan
2.12.19 £2m placing
28.4. 20 £1.275m placing
4.6.20 £ 4.2m placing
2.10.20 £2.2m placing
5.7.21 £5 m Placing
27.07.21 open offer O.462554 M
27.7.22 £1.25 m Placing
12.9.22 £3m Placing RNS extract "... at a price of 0.0875 pence per share (the "Placing Price").
The Placing Price represents a discount of approximately 20.3 per cent to the Closing Price of 0.1098 pence per Ordinary Share on 9 September 2022" Just look at how the share has slumped since then
28.06.2023 £3m loan
12.01.2024 0.75m placing
" The Placing Price represents a discount of 20 per cent to the Closing Price of 0.0250 pence per Ordinary Share on 11 January 2024"
£61,137,554 since 2017
The truth is even worse, they have raised a lot more than £61m, the share premium a/c is over £110m, are you including all the things they paid for in shares in lieu of cash? That’s still a capital raise, none of the recipients kept the shares, they traded them for cash at the nearest broker.
The “profit” of £275k is gross and excludes all admin expenses such as SS’s £338k salary.
There’s also all the unrealised losses of tens of millions hiding in “intangible assets”.
Since 2017 UKOG have raised £61,137,554 ; that's an average of £8.7m every year.
Where has it gone? What's to show for it? Where's the 'value'?
Its been suggested that UKOG might have to be shrunk to just HH; I would add Horndean .
But the returns on all those oil tankers yielded an overall profit of just £275 k last year. The previous year it was £310K and the year before that a LOSS of £189K.
The company loses millions every year.
The company gets away with declaring itself a 'going concern' because they have a record of 'successfully' issuing more **** shares and EXPECT to be able to go on as before.
Their report includes this explanation ;
"The group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt financing. The Directors are confident that adequate funding will be forthcoming with which to finance operations."
Was Sanderson was worth his £26 K increase in his pay; now £338K?. Madness.
I suspect the lack of an AGM and the company being close to collapse are very closely related.
This company is close to collapse and all the discussion is about the AGM and AIM rules.
Smell the coffee guys. If this company staggers on to an AGM it will be more like a wake.
The ability of this company to raise sufficient working is close to zero imo ; who wants more **** confetti.
This company is no longer a going concern, imo.
But, some will hang on for the miracle of a Loxely farmin .
'But notice has to be given of the AGM so, under AIM rules, it is not a requirement for the AGM to be held within 6 months.'
But what about the requirements of the Companies Act - did UKOG get a free pass?
Agree with your last sentence.
The AIM rules don't say anything about AGMs at all and are just one of the sets of rules companies must adhere to:
https://docs.londonstockexchange.com/sites/default/files/documents/aim-landscape-infographic.pdf
Anyway it's now April 27th and UKOG have neither called nor held it's AGM.
The AIM rules require the annual report to be PUBLISHED by the end of 6 months, ie 31/03 for a 30/09 year end.
But notice has to be given of the AGM so, under AIM rules, it is not a requirement for the AGM to be held within 6 months.
The Act goes back to 2006. There may be a mountain of case law that has intervened since then.
I think you'll find the actual wording of the act takes precedent, I can't remember voting for anyone at LexisNexis.
I can't see anything in the AIM rules that aren't in compliance with the Companies Act. If you hold your AGM within the six months you comply with both the AIM rules and the Companies Act.
LexisNexis states otherwise.
It is enormously unlikely that AIM rules have not been drawn up in compliance with the law. AIM, too, has lawyers who will have vetted the rules.
Ocelot, for the third time in this thread here is what the Companies Act actually says:
"Every public company must HOLD a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period)."
https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/4/2009-11-06?view=plain
A public company must CALL (my capitals) an AGM each year within the period of six months starting on the day after its accounting reference date. Detailed requirements as regards the convening and holding of an AGM are set out in the Companies Act 2006 (CA 2006). (LexisNexis).
"Call", not "hold". That would reconcile the AIM rules with the Companies Act.
DVT,
'At the last GM the special resolution, even with the 10% EBT votes, only passed by 78%'
Special resolutions do require 75% - but re-appointment of board members and the authority to issue shares is 50% - but for shares they are stuck with disapplying pre-emption rights that does require 75%.
Last time the pi were revolting the bribe was an open offer to get approval - which meant paying over the market price so there was only a modest (but surprising) participation, not sure it would work again. Will there be a stern warning tht the company, without the ability to issue billions more shares, will fold, however that's probably beeen true every year, and a promise to change - forgotten the moment the vote is won.
UKOG has spent a ridiculous amount of cash on supposedly potentially transformational, nationally important projects that even before they are drilled show little chance of delivering - at the AGM they need to lay out a focused costed work programme with an honest assessment of risk to justify any further authority to issue shres.
They also need to cut costs - dump the dead wood off the board that seemingly do nothing except agree, shares instead of at least half of pay, substantial purchases of shares in the market by directors to show they have 'belief' in what they're doing - something lacking since 2015 except the forced measly £12,000 by SS.
Sort out the farmouts at (almost) any equity cost for 100% carry or drop Loxley and be honest about HH. Get those international companies interested in the Portland Gas storage to pay up and participate or abandon the project that has no near term cashflow - and farmout their interest in Turkey or get out.
If any of these projects have worth in another companies opinion they should be snapped up - if not they're probably too risky anyway.
Could result in the company just being HH - but it would either show there could be some value in the supposed 'assets' or that the company hasn't communicated realistically about their value.
Every public company must hold a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period).
https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/4/2009-11-06?view=plain
'Investigations and prosecution of alleged offences under the Companies Act may be conducted by the police and the CPS, the Department for Business, Enterprise and Regulatory Reform, the SFO or the Serious Organised Crime Agency, depending on the seriousness of the alleged offence and the manner in which the relevant behaviour came to the attention of the authorities.'
https://www.bindmans.com/legal-services/individual/fraud-and-white-collar-crime/companies-act-offences
Just a fine... many would prefer jail time. But you could report the offence to the Old Bill if you are annoyed enough with the lack of action by The Dear Leader (praise be his name).
Annual accounts
19. An AIM company must publish annual audited accounts which must be sent to its
shareholders without delay and in any event not later than six months after the end of the
financial year to which they relate.
Article 190 only provides immunity if “judgment is given in his favour or in which he is acquitted”
Penguins lists possible activity and concludes ;
"But none will see instant activity, just news and plans, with the next drill 2025 - if ever"
The BIG issue is UKOG are close to running out of cash, NOW. By summer at latest they will need a LARGE cash injection just to keep the lights on.. They need 225k each month for basic admin alone. With the market cap around £1.2m now ; how on earth can they equity fund raise enough again to actually do anything?.
A share of another "roll of the dice" gamble in a Türkiye drill costs UKOG circa £1.2m .
Apart from Covid there doesn’t seem to be any exemption, if you look at other companies they generally obey the law, but there doesn’t seem to be anyone enforcing it.
Prior to SS being CEO the AGM did happen before March 31st, but after SS took over they have only held it once by March 31st. SS clearly has no time for good corporate governance.
At the last GM the special resolution, even with the 10% EBT votes, only passed by 78%, many more PIs voted than the previous meeting. So given the 75% threshold, they can’t assume that non-preemptive rights resolutions will pass, which would drastically reduce their fund raising options.
DVT,
UKOG hasn't held an AGM before end March since 2017, there must be a 'get out' - or it's considered such a minor infraction of the rules it isn't enforced.
But now UKOG has rumbled that the EBT can hold 10% of the shares - and it's almost certain that less than 10% of pi will vote - they can propose anything and guarantee it being approved. The BoD was forced to act before because of the support for 'Sanderson Out' and that garnered a committment for the BoD to buy shares that only SS followed through on - of course ocelot was joyful that even the 'Sanderson Out' movement failed to get 10% of shares - and judging by what happens elsewhere (Angus) the deception just continues so it was unlikely to change anything.
Not sure if there's anything pi can realistically do, most are traders uninterested in whether the company exists beyond the next P&D. Any legal approach would cost (and is there one?), and the non-execs who should better represent pi appear happy to take their £50k and go along with the execs.
With 6 month delays for accounts (9 months for the subsidiaries) the current state of UKOG's finances is complete guesswork but more cash will be needed some time this year. The current CLN seems structured completely against pi interests with no transparency, and UKOG doing anything is dependent on others farming in (Loxley), a Supreme Court decision then a farm in (HH - except, perhaps, the long delayed HH-2z conversion) , agreeing the next activity (Turkey) or being selected in a government beauty pageant.
But none will see instant activity, just news and plans, with the next drill 2025 - if ever - given UKOG's apparent priorities perhaps a salt cavern drill in a few years time.
How Sanderson has strung this out so long, and still managed to get ANY placing away is beyond me. He can pawn two pairs of salmon slacks and two yellow over the shoulder wool jumpers, for hanging over your shoulders not wearing, like a Scandinavian in the 1980’s … then that’s it. Cash converters for his fax machine … and £100 for the crack he’s been smoking and lights out.
What a mess !!! I remember for years people questioning his salary (equivalent to a CEO of a proper company) … no interest in him buying shares at various points even during the 2014/2018 halcyon days…. Well now we all know why… switch him off and at least stop his salary a bit sooner. It’s only a matter of the date to switch off the lights anyway.
Article 190 of the 8 March 2024 Articles of Association seems to indemnify the Directors against any loss they may suffer for whatever reason in carrying out their duties as Directors, so I dare say their rather blasé attitude towards timely observance of the terms of the Companies Act re AGM’s may reflect this. Shareholders would have to cover the cost of any legal case, I should imagine.
The rules are calling an AGM are not an an AIM bylaw, they are contained in the Companies Act:
From https://www.legislation.gov.uk/ukpga/2006/46/section/336
"Every public company must hold a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period)."
"If a company fails to comply with subsection (1) an offence is committed by every officer of the company who is in default."
The accounting reference date was Sept 30th 2023, so it should of be held by end of March.