The latest Investing Matters Podcast episode featuring financial educator and author Jared Dillian has been released. Listen here.
Crazytowner did you get a response to your email from either AMC or the NOMAD!
AGE
Would the 53 members of the AMC shareholders share action group email me as I would be very interested to hear your thoughts on the RTO now that the documentation has been published!
AGE
On page 92 of RTO document costs include R&D of £255,540 for 2023 and £107,767 so a total of £363,307 so amazing that a group of high qualified geologists believe that that deserves a valuation of £5.5m?
My goodness me what was Theranos valuation at its peak?
It was $9 bn and now worthless!
As the saying goes "The markets know the price of everything but they do not know the value of anything!
AGE
Has any one had a look at the RTO document?
EPL's turnover for the year ended 31 March 2023 is £5,503 with a loss after taxation of £338,534.
Yes, £5,503 is worth of the Sterling equivalent of just 8 days of Robin Young's annual salary.
Strange that the annual accounts at Companies House are for the year ending 31 December 2023 yet the accounts in the RTO document are for the year ended 31 March 2023?
What happened during the period April 2023 to December 2023 to say the results and balance sheet are not disclosed.
This RTO reminds me of the Dragons Den TV series when deluded entrepreneurs enter the den and they tell the dragons they are seeking an investment of £550,000 for 10% share of their business.
When the entrepreneurs have given their presentation the dragons start asking questions such as what is your turnover for the last and year and what was your gross and net profits?
Could you imagine if the Board of EPL went into the den and told the dragons the turnover was £5,503 and they made a loss after tax of £338,534 and we value EPL at £5.5m for a bit of plastic that can be inserted into a brain.
Once the dragons got over the shock of such a ludicrous valuation would all fall off of their chairs and so would Charles Ponzi if he was still alive with an uncontrollable fit of laughter.
After they had managed to pull themselves together after laughing for 5 minutes non stop they would tell them they are not going to invest but they know some highly qualified geologists who have a few million money to burn!
AGE
The Board of AMC have a fiduciary duty to act in the best interests of all shareholders and not just themselves!
Has anyone noticed that the documentation for CRISM Therapeautics Corporation has an authorised share amount 16bn shares of no par value?
That gives plenty of scope to issue more shares as the existing AMC shares issued is 1,392,872,315 reduced to 8,705,452 for the 160 for 1 share consolidation and the document states:
Number of New Ordinary Shares in issue upon Admission, following the Share Consolidation and Bonus Share Issue and Consideration Share issue 32,678,150
So potential to go from 32,678,150 to 16,000,000,000 this allows an increase in the maximum amount of shares to increase by a 489.62 times that if the RTO goes ahead!
Good to see that someone from AMC or it's PR firm is monitoring the LSE forum closely as goneawol just provided a link!
Hats off the PR firm as very efficient for once!
Could this sudden level of efficiency be due to the fact the Board want shareholders to vote in favour and then once approved go back to the usual habit of not responding to shareholders messages.
goneawal how about asking Robin Young to issue tax guidance re the implications of the Board;s decision to approve the payment of the special dividend!
AGE
Dojistar have you managed to find the RTO document on the AMC website?
I cannot find it!
You would have thought that RNS would have included a link that you can click on that takes you directly to the document but I suppose that is asking too much for AIM Boards to arrange that and yet is the obvious thing to do!
It is not a good indicator of efficiency in that on the day the RNS comes out we have to keep looking at the AMC website to check to see if it has been loaded up.
Do you notice below that they stated
(including the abort costs of this transaction)
They must mean abortive costs rather abort costs.
These costs need to be paid by AMC whether the RTO goes ahead or not!
AGE
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Do you really trust the board to wind this up in a timely manner, though? I bet they would drag it out as long as they could and you'll end up with less and just have to wait longer for it.
23p would be good, but you're right, it'll be lower than that.
If the Board of AMC are able to demonstrate that it is a good deal for AMC shareholders then I would vote for it but based purely on EPL's last set of accounts I would definitely not vote for it.
Where as the costs for the patents in EPL's accounts as they should be disclosed in intangible fixed assets as the technology has been assigned to EPL?
Basically the product is a bit of plastic that is inserted into the brain when the tumour is removed and it then releases the drug as the blood brain barrier prevents drugs from getting from the blood stream and into the brain.
I have learned from past mistakes in buying AIM shares that you should take what AIM Board members tell you with a pinch of salt.
There will be a lots of caveats in the RTO document such as the 23 pence is an estimate and it cannot be guaranteed.
It will be interesting to see which firms have been involved in producing the RTO document and no doubt it will say the valuations are based upon assumptions that have been provided by the Board's of AMC and EPL!
Has any one been able to find the RTO document on AMC's website as there will be around 100 pages of information that our group can look at to see how the AMC Board arrived at a theoretical price per share of 23 pence which equates to 0.14375 pence in old money.
AGE
ChessMaster did you read the document on AMC's website?
It states the following:
In the event that the Resolutions are not approved by Shareholders, the Acquisition and other Proposals will not occur. It is expected that the Company’s AIM listing will be cancelled with immediate effect resulting in Shareholders owning shares in an unlisted company. In such circumstances, the Directors would first settle all outstanding liabilities of the Company (including the abort costs of this transaction), and then seek to authorise a winding up of the Company, with any outstanding capital being returned to Shareholders.
AGE
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There are two choices ....Accept the offer and get the option to recover some of your investment back or refuse the offer and get nothing back. Its that simple !
No cash is being returned to shareholders!
The Board should have returned the remaining cash in the company to shareholders via a second special dividend and then we could decide what we want to do with the money but instead they spent a large amount of money on this RTO.
I would not have minded if the RTO was with a company that had tangible fixed assets and cash and a great business that was generating substantial sales and profits but instead of that Extruded Pharmaceuticals had cash at bank in hand of 662 pounds as at 31 December 2023 and tangible fixed assets of £59,680.
It has £100 of share capital and accumulated loss of £631,753 and negative net assets of £631,653.
AMC are acquiring an insolvent company and diluting the hell out of AMC shareholders as our share of the cash in the new business is being reduced by 73.36% as the cash in AMC is divided by a much larger amount of shares and AMC shareholders become a minority in the new business!
As I have wrote before as Paul Daniels used to say "Now that is magic"
And as we all know the secret with magic is that the hand manages to deceive the eye but with RTO's all the information is available to see in the RTO document!
AGE
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25% of AMC money will be returned to shareholders
75% is being invested in the new company ?
ManuelDexterity I think you are adopting a shoot the messenger philosophy.
Make sure you shut the door on your way out!
AGE
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This fool will be glad to see an end to this fiasco by the last day in May.minus 73.36% is better than more months of rubbish from the likes of you and most likely 100% of sweet fa after they have drained the pot for all they can.
All the best I’m gone from here.
MD
Reposted correcting typo spelling mistakes as I hate sloppiness!
RNS out re RTO and it is even worse than I predicted.
The Board of AMC must think that AMC shareholders are Cretins to think they can pull the wool over shareholders eyes by carrying out a 1 for 160 share consolidation and then issue £5.5m of new shares to acquire EPL that Companies House records shows a balance sheet as at 31 December 2022 with negative net of £631,653.
A negative balance sheet from an accounting perspective is a liability rather than assets so we are issuing 2.75 as many shares that are already in existence to purchase a liability.
In one of my previous posts I predicted they would they would double the number of shares in issue 1.393 bn shares to 2.786 bn shares which reduces the cash value per share for AMC shareholders by 50%.
However the deal is much worse than my wildest dreams as there will be a maximum of 32,678,150 new shares which is equivalent to 5,228,504,000 old shares so 5.225bn v the 2.786bn I predicted.
AMC is issuing 23,939,986 news shares although my calculations arrive at 23,972,698
We end up with 26.64% of the total amount of shares in issue and the owners of EPL end up with 73.36% for what is a company with negative net assets of £631,653.
Our share of the remaining cash in the company is being diluted by 73.36% and we are buying a company with no assets and a low chance of their novel drug delivery system coming good!
ManuelDexterity suggested that shareholders should vote in favour of the RTO no matter what the deal is however AMC shareholders surely cannot be that desperate and be lacking in sufficient accounting acumen that they would approve such a deal.
As the saying goes “A fool and their money are easily parted!”
A clear demonstration of all that is wrong with the AIM market!
AGE
RNS out re RTO and it is even worse than I predicted.
The Board of AMC must think that AMC shareholders are Cretins to think they can pull the wool over shareholders eyes bu carrying out a 1 for 160 share consolidation and then issue £5.5m of new shares to acquire EPL that Companies House records shows a balance sheet as at 31 December 2022 with negative net of £631,653.
A negative balance sheet from an accounting perspective is a liability rather than assets so we are issuing 2.75 as many shares that are already in existence to purchase a liability.
In one of my previous posts I predicted they would they would double the number of shares in issue 1.393 bn shares to 2.786 bn shares which reduces the cash value per share for AMC shareholders by 50%.
However the deal is much worse than my wildest dreams as there will be a maximum of 32,678,150 new shares which is equivalent to 5,228,504,000 old shares so 5.225bn v the 2.786bn I precicted.
AMC is issuing 23,939,986 news shares although my calculations arrive at 23,972,698
We end up with 26.64% of the total amount of shares in issue and the owners of EPL end up with 73.36% for what is a company with negative net assets of £631,653.
Our share of the remaining cash in the company is being diluted by 73.36% and we are buying a company with no assets and a low chance of their novel drug delivery system coming good!
ManuelDexterity suggested that shareholders should vote in favour of the RTO no matter what the deal is however AMC shareholders surely cannot be that desperate and be lacking in sufficient accounting acumen that they would approve such a deal.
As the saying goes “A fool and their money are easily parted!”
A clear demonstration of all that is wrong with the AIM market!
AGE
Unlikely is the RNS’s said it is an innovative cancer drug delivery company!
AGE
ManuelDexterity there is no opportunity to utilise capital losses on shares held in an ISA so I have AMC shares in ISA and non ISA accounts!
Who is giving financial advice as that is prohibited as none of us a regulated by the Financial Conduct Authority?
I have said in my posts many times that it is up to each individual shareholder to decide how they vote!
You posted the following on 16 November 2023:
I will vote No to all resolutions and hope as many sh’s as possible will do the same.If they haven’t done a deal by now it’s too late STOP Them being able to carry on milking the cash cow and distribute funds between shareholder NOW.
AGE
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One of the things that you couldn’t make up is the amount of paragraphs that just just take up space.
Get it re - listed and sell your shares and get out.Anyone who has multi - millions of this share that are not in an ISA should not be giving advice.They have just dropped themselves in it and are nowhere near bright enough to be trying to drag others along with them
MD
DojiStar the irony of it as they are a PLC AIM Company and they do not respond to emails so being a private company is not going to make any difference!
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....will delist. Then you're stuck with a private company that doesn't respond to emails.
I am just reading through the annual accounts for the year ending 31 December 2023 and had a chuckle at R Schaffers statement in the Corporate Governance section on page 3 in which he wrote:
"The importance of engaging with our shareholders is key to the success of the business, and the Board strives to ensure that numerous opportunities for investors to engage with both the Board and the executive team"
It would be useful if R Shafer would elaborate on that by providing examples of the numerous opportunities.
The Annual General Meeting is held at their solicitors office so that is a once a year opportunity so hardly numerous.
The Oxford dictionary definition of the word numerous is greater in number: many!
I would be interested to hear from the 53 members of our share group as to how many have tried to contact members of the Board yet the Board members did not even have the courtesy to reply.
When you send them a message via their website they do not bother to respond either.
The memorandum and articles of association were set up with a requirement that shareholders must have at least 30% of the shares to ask the Board to hold a General Meeting where as for UK Companies it is just a 5% shareholding!
The above examples clearly demonstrate that the statement about the importance is not true as if it was the Board would take the time to respond to shareholders messages!
AGE
Chessmaster that is some what of a defeatist attitude as well as an insight into your thoughts on Robin Young being our CEO.
Shareholders should never be put in a position where they feel they have to vote in favour of a deal because they think they have no alternative but to vote for it.
If the RTO does not provide sufficient realistic potential in order to create value for AMC shareholders then they have every right to vote against it and for the Board to go back and renegotiate better terms for AMC Shareholders.
Never let any Boards steam roller shareholders into voting for something that is not going to reward them sufficiently well for the risks involved!
I think the Theranos fiasco for which the CEO Elizabeth Holmes is serving prison time is a clear demonstration that some members of Boards do not act in shareholders best interests.
A quick summary of the Theranos fiacso:
In 2014, Theranos a blood testing startup pitching a supposedly revolutionary technology was flying high.
While existing technology required one vial of blood for each diagnostic test conducted Theranos claimed to be able to perform hundreds of tests (supposedly over 240) ranging from cholesterol levels to complex genetic analysis with just one pinprick of blood.
Elizabeth Holmes aged 30 the founder of and CEO of Theranos raised over $700m in investment from the likes of Larry Ellison and Tim Draper and had become the rising star of silicon valley and was valued at over $9 bn and it is now worthless!
As the saying goes "A fool and their money are easily parted!"
AGE
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I see no point voting against the proposal regardless of what it is as its the only way I see of getting the oppprtinity to monetize the remaining capital I have here.
We may even see an initial increase in valuation if the story brings in some pharma punters.
Refusing any offer will simply allow Young to spend the remaining few million seeking other potential opportunities and holders will then get nothing so I don't see any other viable option of monetizing the remainder of my investment here other than accepting the offer
"Also I think they'll reorganise the shares for the rto. So that shares in issue will change dramatically and the price set. Could get quite confusing to work out."
That is why I formed the group so we can share group members knowledge and views on the RTO.
As I said there is strength in numbers and my friend who works in investment banking in the City of London and myself will simplify the detail in the RTO document.
I would encourage anyone who is an AMC shareholder and they have not joined our group yet then they are welcome to do so via gneissifyoucangetit@gmail.com letting me know how many shares you own and if they are held in an ISA or non ISA account.
It takes time and effort to create an effective shareholders group and the key to success is to plan ahead and be ready for any eventuality.
If the RTO is such a fantastic opportunity then with our combined knowledge we will be in a position to assess whether it is or it is not.
If it is then each member of our group will individually decide if they should vote for the RTO .
If we do not think it is the best interests of AMC shareholders then we will each individually decide if we should vote against the RTO .
AGE
AGE
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It all sounds very similar to what avct are investing in. It wouldn't surprise if that's a private company they own a stake in and that's going to be listed. All guess work though. I'd look more into it, but can't be bothered any more.
Also I think they'll reorganise the shares for the rto. So that shares in issue will change dramatically and the price set. Could get quite confusing to work out.
Have a look at Hemogenyx (Hemo) and Valrix (Val) and see how may share dilutions their poor shareholders including me have had to endure over the years!
Look at the share price graphs for both of them!
AGE
Wakeyinvestor I would have thought that it is a Private Limited Company so it is not on AIM listed.
I have already used google to identify the the private company could be using the wording that Robin Young used in the RTO RNS's but to no avail.
This would be the reason why they are interested in an RTO as AMC will acquire their shares based upon a high valuation on a pie in the sky fantastic investment opportunity for AMC shareholders!
Having an RTO with AMC who are AIM listed allows them to raise additional capital via dilutive share placings!
AGE
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Might be worth a search of say AIM listed Pharma companies with a market cap of less than £4m that meet the criteria specified in the RNS.