Member Info for 1GW_

Thanks Brassneck. Great to have a dataset to work with. I'm not going to have much time today but will have a good think about this tomorrow or at the weekend.

STT - could you perhaps do us the honour of expanding on the use of the word "hopefully" in your post? It appears to run completely counter to the generally perceived direction of pretty much your entire posting history on this board.

More cost, but better reporting on the way as a result of the shift from AIM rules for reporting to SEC rules:

"D. Changes in Internal Control Over Financial Reporting

As a result of material weaknesses related to the (i) insufficient nature of RhythmOne’s formally designed, documented and implemented control processes and review procedures; (ii) lack of adequate controls over key reports and spreadsheets; (iii) lack of key accounting personnel with the requisite knowledge and experience of IFRS for complex transactions and SEC rules; and (iv) lack of adequate control over preparation and review of key balance sheet account reconciliations with respect to the acquisition of YuMe, management is in the process of implementing changes designed to prevent material misstatements and improve its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Specifically, RhythmOne intends to hire necessary additional competent and qualified accounting and reporting personnel with appropriate knowledge and experience of IFRS and SEC reporting requirements. RhythmOne also intends to establish an ongoing program to provide sufficient and additional appropriate training to our accounting staff, especially training related to IFRS and SEC reporting requirements. Additionally, RhythmOne is implementing a reconciliation process whereby invoices received are matched to media buy and publisher accruals."

see pages 5/6 and 61
https://www.sec.gov/Archives/edgar/data/1713721/000143774918014094/rhyth20180713_20f.htm

I've posted this in the other place as well, but relevant here as well as a good example of what brassneck was saying about pixalate ranking as competitive advantage. The extract is from Matomy's results this morning, which were pretty grim overall I would say, but this paragraph suggests they are belatedly following the R1 path to clean up their act. If you look at the original source, you will see that "trust indexes" links to pixalate.

"The industry is threatened by rapidly growing fraudulent traffic that misrepresents online advertising impressions, clicks or data events. Matomy took, and continues to take decisive non‐compromising actions, including the use of internal and external tools, technology and partner cooperation, to ensure high quality, sustainable, and "clean" revenue. These efforts to proactively eradicate traffic that may not meet compliance requirements from the Group's platforms, including the removal of suspected publishers and advertisers and their associated income, affected the H1 revenues. At the same time, these same efforts significantly raised industry confidence in Matomy's platforms, as demonstrated in recently published market trust indexes."

https://otp.tools.investis.com/Utilities/PDFDownload.aspx?Newsid=1161124

Very impressive.

graham-wales - but the resolution was for "market" purchases, not "off-market" purchases:

"TO authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each provided that:..."

graham-wales - for the (2,055) if you mean the amount in the Consolidated Statement of Changes in Equity on page 45 of the AR (page 47 of the pdf) and in note 24 (page 72 of the AR, page 74 of the pdf) that is something that happened in 2016.

In terms of what I meant by the Harrison brothers comment, my interpretation is that they would not be able to favour 1 shareholder over another. So when they commence a buyback any shareholder can sell shares in the market knowing that there is some price support from the buyback. And equally, I would have thought the company could tender in the market for a large amount of shares (up to the buyback authority) at or below a stated price. But I wouldn't have thought they could agree with the Harrison brothers ahead of the buyback that they would buy the Harrison brothers' shares ahead of shares that other shareholders might want to sell at the price that would otherwise be offered to the Harrison brothers.

ok, graham-wales, where is this provision in the accounts for a share buyback at a price of around 34p?

As I understand the buyback resolution, it is for "market" purchases. So the Harrison brothers could offer their shares to the market at a time when the buyback buyer was in the market, but I wouldn't have thought the company and the Harrison brothers could agree a bilateral deal for the Harrison brothers to sell ahead of other shareholders.

It seems to me the most plausible explanation for the company to have failed to initiate the buyback so far is the deterioration in the balance sheet between asking for authority to do a buyback and actually being in a position to do it. But I suppose it's also possible that they have another acquisition in mind which they see as a better use of any available cash.

We may get a better idea at the AGM, unless they do actually initiate a buyback beforehand.

There seem to be various definitions and conventions used by different companies to define this. One convention I have seen stated by another AIM company is to count those held by shareholders holding more than 10% plus shares held by directors (or in treasury). The FCA rules suggest a 5% threshold for "not in public hands" while the official AIM rules don't seem to have a threshold, but instead talk about shareholders with the right to nominate a director or subject to a lock-in.

Unicorn used to have more than 10% but are now below that threshold. Are the Harrison brothers still subject to a lock-in?

I suspect the 13.4% is meant to be either Unicorn's holding plus directors' holdings, or the Harrison brothers + directors' holdings. Since both Unicorn and the Harrison brothers hold around 9.6% and the directors hold around 2.3% that seems to leave a gap of around 1.5% either way. Before the 2017 placing, Unicorn were above 26% and post-placing, as of 17th March 2017 Unicorn dropped to 11.1%, so (possibly coincidentally?) if you take Unicorn's post-placing holding of 11.1% plus the directors' holdings you would get to 13.4%.

Aim rules:
https://www.londonstockexchange.com/companies-and-advisors/aim/advisers/rules/aim-rules-for-companies.pdf

FCA handbook
https://www.handbook.fca.org.uk/handbook/LR/6/14.html

Bought back the ones I sold in July.

Yes, good statement and nice to see the CFO buying a few shares. But what happened to the moratorium announced in the annual report:

"the Board has therefore adopted a moratorium on its members acquisition of additional Company shares for the time being."

Just to release funds for something else.

Sports Direct signalling something for Findel to look forward to...

"A number of these such as Game and Findel consider us to have significant influence over them by virtue of signalling us as a related party in their accounts.
I do not believe that we have significant influence over these companies. I do not believe they apply the core SD principles of being conservative, consistent and simple...
...We will be contacting our strategic investment companies in the next few months and urging them to adopt our core principles of being conservative, consistent and simple, and we will let you know at the half year where we have got to."

http://otp.investis.com/clients/uk/sports_direct1/rns/regulatory-story.aspx?cid=723&newsid=1122250

Surprised you didn't move the price more there.

Or have you got an imitator?

Impressed. Announce what you're going to do and then do it. Only quibble is that perhaps you might have wanted to bookend England's 2 world cup wins by finishing with 2022. Or maybe not.

Another difficult rationalisation for our defective detective I feel. I announced that I sold some at around 220p because R1 was an uncomfortably large proportion of my portfolio and said that I would probably sell some more if the price continued to rise. But you have bought some at around 230p. If we're the same person what's going on, especially since your purchases were announced in advance so are not in any (reasonable) doubt?

Enough doubt created to force an apology? Some chance. More likely to hear that "we" are probably just trying to manipulate the market by announcing buys and then selling everything back later in the day. Just as he appears to think that R1 shareholders with a grudge against him are playing TLY by selling small packets during the morning and buying back later in the day.

Just wondered why the sudden burst of activity?

Since it's quiet here maybe we can speculate how stt might react if R1 published results like tly: Cash in the bank but negative net current assets ie cash is outweighed by near-term liabilities. Net current assets decreased from £2m to -£2m in just 3 months. A profit reported only because acquisitions had performed worse than hoped and they could reduce contingent consideration. Negative cash from operations. Taking advantage of that exceptional gain to write off something else. Would he have expressed satisfaction and highlighted the cash balance? Don't get me wrong, I believe tly has potential and I am a shareholder there. But the inconsistency of stt's positions on the 2 companies is breathtaking.

Stt can't really afford to come to the agm because he might be forced to confront the reality that brassneck and I are different people. And then if that strand of his conspiracy theory unravels, how would he keep the rest in place? Sometimes ignorance is bliss...

STT - that's a very long dataset you've posted, and looks remarkably like the dataset you've already posted several times I think. But the title of the post is "Bull and Bear Points".

So which are they? Could you maybe annotate the list next time with your opinion of whether each one is a bull or bear point and why? Or if your intention is just to provide a data source for the general good of R1 investors, shorters and those thinking about taking a position, maybe you could just provide a link to your ADVF N thread where pretty much all this data resides in the header?