Member Info for 5h4k35p34r3

And 139 applicants for the vacancy too. This is good news. Evidence of being operational, a plan to rebrand & reorganise and the vacancy is in London.

The role "produces the annual and interim consolidated Group IFRS statutory accounts and disclosure footnotes" so published accounts might be a while yet.

Thanks for that, Reddone. Good spot.

The advertisement says: "Reporting to the CFO the Group Financial Controller position is an opportunity to contribute to the company’s growth after it has re-branded and restructured, ensuring that financial reporting to executive management is relevant and timely whilst maintaining the efficient performance of the accounting function."

Very encouraging.

How can they put in a low offer when they legally have to match the highest price paid in the past year? I agree that the appointment of two Accountants is only explicable if they are raising funds or preparing an offer or buyout.

But there are conflicting signals: they surely won’t make an offer yet until the the cost falls to something more acceptable to them; Accountants are only recruited for financial reasons; operationally the company is in a mess and can’t be earning anything consistent with going into administration.

So that would be 53p, the price achieved on December 14 2017.

I think you're right though that the highest 12-month share price approximately halves around then making a buyout more affordable to BVT. Two, new, non-executive, interim, Accountants on the Board to manage a buyout. Accounts have to be published by December so waiting until October still stays within the rules to do this. A waiting statement in September regarding working capital and next steps. It all fits.

I still don't understand how you get 40 odd pence on October 17.

On October 17 2018 the highest share sale price achieved in the previous 12 months will be 103.50p, achieved on October 20 2017.

Go for it

I can't see why BVT would offer 40p on October 17 when AIM rules dictate that they would have to offer 103p.

If it wasn't for BVT, Defenx would have gone bust by now and everyone have lost their money. They're not making new appointments for a laugh so I think they are looking to salvage something from the wreckage. As the two new appointments are Accountants the salvage operation is either raising more working capital, a new share issue or a buyout, for which they will have to pay. Anything other than the terminal act of calling in the administrators gives hope.

They're not breaking any rules, although they are exploiting them to the nth degree, so I can't see the FCA being interested:

If they make an offer it legally has to be at the highest price paid in the 12 months before the offer was announced:

Now: 165p
Sep: 141p
Oct: 103p
Nov: 53p
Dec: 53p
Jan: 48p
to Apr: 35p

Operationally, the company is in a mess. Both recent Board appointments are accountants who aren't going to fix the operations.

I just engaged in a live chat with Defenx support in the context of what you have advised. This is how it went:

Marco: Hi, need help? Feel free to ask :)
Me: Hi
Marco: how can I help you?
Me: Your website is taking ages to respond
Marco: we'll check. thanks for your feedback
Marco: do you have a specific need?
Me: I am trying to research your products but it takes at least 30 seconds to move to the next page. Your web pages are also a mix of English and Italian.
Marco: we are performing an extraordinary maintenance to it
Marco: if you have a specific need I can help you with information
Me: When should I come back?
Marco: end of the month
Me: Really!?
Marco: yes
Me: I'm astonished. I'll go somewhere else instead.
Marco: ok. Have a nice day

Board appointments of any kind are welcome. Pelatro are a stable marketing software specialist that will help DFX target their products more effectively and better understand what their customers do with their software to enable upselling and cross-selling. This is a much-needed strategic and tactical move - previously they were just moving into the already-crowded cloud backup field.

Three RNSs in four weeks, new Board appointments with relevant contacts and experience to better understand DFX's market. All immeasurably better than calling in the administrators.

Very encouraging news to me. Recovering the business is the strategy. Commitment to publishing the accounts so lifting of the suspension. All in the right direction.

I think the last Whitewash Resolution waiver was reasonable at the time but things have now changed. Not sure how things work now with BVT owning the majority of voting shares - presumably they can vote themselves another waiver to not do a buyout.

Accounts do not take this long to publish. As I've said before, some scheming is going on here. But it's all following procedure so no credible complaint can yet be made to the FCA.

If there is another open offer it will be interesting to see the price, in light of the last being just 8p. And who would invest given the current crisis? BVT would also need another Whitewash Resolution to avoid it having to make an offer for all remaining shares.

Perhaps an offer is more likely. DFX depends entirely on BVT now, BVT is majority shareholder, Boccardo effectively owns the company already, he is calling the shots, BVT volunteered to buy all unsold shares last time and will end up taking the bulk of a further issue. We may have reached the tipping point where a further share issue is pointless and BVT ending the pain and making an offer for the shares it does not already own, timed to suit.

Yes, it will be nett book value taking into account current value of all assets - liabilities. And at current values, not from past years.

If the company goes into administration the shareholders are at the back of the queue: https://www.begbies-traynorgroup.com/articles/insolvency/who-gets-paid-first-when-a-company-goes-into-liquidation

The working capital runs out.

Indeed. BVT need to salvage the company by either taking it over, injecting funding of their own or via another share offer to raise funds. All need the accounts publishing (which they're making seem harder than cleaning the Augean stables!) and resume AIM trading.

In the meantime, any company performing due diligence on them as a corporate software supplier would be scared off by their current status. My company wouldn't touch them.

The positives for me are the interim staff appointments to achieve the tactical goals, the other investors who are our allies, BVT's £3m investment and DFX's software assets, but the negatives are considerable.

September is D-day. Hope they get their act together in the 5 weeks they have before that.

Don’t forget that wealth fund managers like Hargreaves Hale have 332,500 shares, Stecconi has 1.8m. These people won’t be screwed over. It’s natural for private investors to feel vulnerable but these other investors have major stake holdings and are in this with us too.

Of course there are other overheads. But the working capital requirements of almost £3m per year are inexplicable.

Agreed. The £1.2m raised in April would finance DFX to the tune of 240k per month to run out by September or £200k per month by the end of September. The 15 on the payroll would be paid an average £13.3k or more per month to need that money so not clear where the money is going.

It's certainly not a great development but DFX could be declared insolvent right now and fail.

Instead they are "in advanced discussions with BV Tech...to secure funding to assist the Company in meeting its working capital requirements". As Boccardo owns the majority shares of both BVT and DFX he's effectively deciding himself how to structure the further funding. It sounds like BVT providing the working capital, not another share issue. BVT evidently have too much invested, they knew the state of DFX's accounts when it invested further in April and regard it as a going concern.