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I just got an email from ii saying that my AMC vote counts and that I should vote by 22 May 2024 which is today.
Talk about leaving it till the last day to allow people to vote!
AGE
There is nothing showing for AMC’s RTO in ii’s Corporate Actions section.
I had to ring ii and I gave my instructions over the phone to vote “For”!
It is most probably the same on some other brokers websites so you will have to ring them.
Last date for forms of direction is 23 May 2024 and for receipt of proxy forms it is 24 May 2024 so not long to go so it is advisable to ring your broker today as it is easy to forget and then you will miss the the deadline!
AGE
After thinking long and hard about the RTO and Crazytowner's post below I have decided to vote "For" the RTO.
If the RTO is not a success then I will avoid investing like the plague any Companies that have members of AMC's Board.
AGE
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What AMC said they would do is attempt to find a suitable RTO and complete by the end of March 24. Failing that they would pay a second special dividend.
What they have done is blow a stupid amount of cash over the last 12 months, taken us into suspension whilst telling us they were looking at 11 mining / commodity companies, missed the completion deadline and then out of the blue presented a pharma RTO whilst somehow tying us into abortive costs.
I don't think it is a suitable RTO for AMC's investor base and I don't think many would choose to be involved.
As i have mentioned, they should have pulled the plug 6 months ago when it was clear there were no suitable RTO's and not pursued an RTO at any cost.
However, the vote will pass because the alternative is a Nil return in Forever years time.
I don't like how we have got to where we are, but we'll find out in a couple of weeks once pharma investors are able to get involved what the market thinks of it. It may turn out to be a great investment.
This will be my last post on AMC / RY and the past. Going forward I will focus on the RTO and New Company.
If the new group share price is based solely upon the remaining cash in the company which is £1.95m and there are 23,939,986 shares in issue then the share price should be 8.1454 pence per share which equates to just 0.059 pence in old money and that is the 8.1454 pence divided by 160 being the consolidation ratio.
I would be very interested to know how the Board and their financial advisers arrived at an estimated value of each new ordinary share on admission of 23 pence when the cash value per share is just 8.1454 pence as it is a premium above cash value of 14.8546 pence or 182.36%
Per the information provided:
The Acquisition values the current Amur cash shell at £1.95 million, a substantial uplift of 56.0 per cent. on the market capitalisation of £1.25 million at the time of the Company’s suspension in September 2023.
The reason that AMC shareholders cash is being so heavily diluted is that the Board have spent £989,302 of AMC shareholders money and we only own 26.74% of the total number of shares in the new group so the remaining cash is spread over a much larger number of shares.
AGE
Per page 30 of the RTO admission document there will be approx £1.95m in cash and as at 31 December 2023 and the group balance sheet showed cash and cash equivalents of $4.384m and there was $0.662m of trade and other payable so a net amount of $3.722m and at a fx rate of 1.266287 the sterling equivalent is £2.939m
£2.939m less £1.95m is a difference of £0.989m or £989,000
In a period of just 5 months the Board will have managed to spend £989,000 which is 33.66% of the cash that we had on 31 December 2024 so an annualised burn rate is £1.384m.
In whose interests are the Board of AMC acting in, as by law it is supposed to be AMC shareholders however spending 33.66% of shareholders money that should have been returned to shareholders via a second special dividend tells a different story.
To make matters worse they agreed a valuation of £5.5m for a company with negative net assets of £600,382 so a liability and who are going to spend the much reduced amount of cash that AMC owned 100% and will end up with just 26.74% of the shares in the enlarged group.
Note the wording below that says:
"The existing funds available at Admission will progress the Enlarged Group to clinical trials, however to complete these clinical trials and invest in future products, further funding will be required"
I think it is the best interests of AMC shareholders for our group to start researching to find out who the relevant authorities are to report what has been going on with AMC.
The problem with RTO documents is that Boards have to provide so much information that shareholders are able to clearly see what has being going on!
Prospects for the Enlarged Group
At Admission, the Enlarged Group will have approximately £1.95 million in cash available. The Enlarged Group intends to use these funds to progress to clinical trial, with workstreams including:
lClinical Trial Application regulatory and submission costs;
lGLP manufacture and toxicology costs;
lGMP manufacturing costs of a clinical batch of ChemoSeeds;
lThe initial payment for a Phase II clinical trial;
lOngoing regulatory and legal costs; and
lCorporate costs.
The existing funds available at Admission will progress the Enlarged Group to clinical trials, however to complete these clinical trials and invest in future products, further funding will be required.
AGE
Seems a fair enough offer for the Board to me but then again MD you keep on finding excuses for anything that the AMC board do which is not natural behaviour for a disgruntled shareholder?
AGE
If the Board are so confident that it will be priced at 23 pence then let them sell all their shares if it opens below 23 pence and then provide proof that they have donated that money to Cancer Research!
I bet even 20 pence they will not take up this offer!
AGE
I thought it was a no brainer reinvesting some of my special dividend and buying more AMC shares after the payment of the special dividend as the offer price was below my estimate of the cash value remaining in AMC.
Perhaps I need one of EPL’s bits of plastic inserted my brain to say I behaved so irrationally!
Little did I realise that shareholders would have to wait for 11 months from the date of the payment of the special dividend until the RTO document was issued.
17 opportunities and the best the Board could do is to find
a company that owns some patent rights for a piece of plastic.
To top that off they agreed a valuation of 5.5m pounds for a company that has negative net assets of 600,382 pounds as at 31 December 2023.
For non accountants negative assets mean that the company is a liability and not an asset!
If you want to see an example of what AIM Boards do then have a look at the Scirroco Energy LSE forum (SCIR).
The Board agreed to lend 1.578m to a company that they only owned 50% of the shares in and then that company paid 700k for a company with negative net assets of 25k they also paid 180k in transaction costs so 880k in total.
After two years despite telling shareholders how well it has been performing they sold it as a loss of between 725k to 875k depending upon whether they receive the 150k of contingent consideration.
Our shareholders group and GP Jersey put an end to it and the company are returning the remaining cash to shareholders via a members voluntary liquidation!
AGE
Or AMC’s PR firm I meant to type
AGE
Perhaps someone who works for AMC or AMC’s would be willing to provide an explanation as to the timings of the deadline to vote and the presentation date?
Not ensuring you arrange a meeting on an appropriate date demonstrates a lack of an eye for detail and detail is everything as if you cannot get the basics right then how can shareholders have confidence in you that you have the ability to adequately deal with complex matters such as RTO’s and providing timely tax guidance re the tax implications of the Board’s decision to pay a special dividend?
AGE
Brookieboy69 thanks for your message.
I do not want to appear as if I always criticise AIM CEO’s as I am always willing to give credit to CEO’s who have manners as they respond to shareholders messages in a timely fashion and they are good communicators!
It amazes me that some CEO’s are lacking when it comes to common sense.
Two examples for AMC:
Firstly, there was no link to the RTO document in the RNS and it was only made available when someone from AMC’s PR department read my post and then out a link on LSE.
Secondly, the deadline for voting on the RTO is 23 May 2024 for receipt of forms of direction and 24 May 2024 for receipt of forms of proxy yet Robin Young’s InvestorMeet is being held on 21 May 2024 which is just 2 clear days before the deadline that Robin set to vote.
If you are a CEO and you want your shareholders to vote in favour of an RTO then surely you should have the common sense to hold the InvestorMeet presentation within a couple of days after the RTO RNS comes and not 8 days after.
AGE
See below we get 1 new share for every 160 AMC shares that we own
The Crism M&A states
The Company is authorised to issue 16,000,000,000 shares with no par value."
As we get 1 new share for every existing 160 AMC shares and they are able to issue a maximum 16bn new shares then that equates to 160 X 16bn old AMC shares which is 2,560,000,000,000 shares
goneawaol your understanding of a a maximum of 100m shares is different to my understanding.
Coincidentally 16bn shares is divisible by 160 which is why you arrived at 100m
Do you agree with my calculations?
Proposed Share Consolidation The Company's current issued share capital consists of 1,392,872,315 Existing Ordinary Shares. The Directors consider that the number of Existing Ordinary Shares in issue is higher than would generally be expected for a company of its size on AIM and the Directors believe that this could negatively affect investors’ perception of the Company. The Directors believe therefore that it is in the best interests of the Company for there to be a 1:160 share consolidation to reduce the number of ordinary shares in issue and increase the share price with a view to decreasing the spread between the bid and offer prices. Under the Share Consolidation, holders of Existing Ordinary Shares will receive 1 New Ordinary Share for every 160 Existing Ordinary Shares and so in proportion to the number of Existing Ordinary Shares held on the Record Date.
AGE
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“ 16bn after the 1 for 160 share consolidation certainly allows for massive share dilution”
It’s 16bn before consolidation. They expect to have 100m authorised shares.
TheChessMaster have you never heard of legal action!
AGE
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A few things for sure; there will be a very few votes cast on this RTO & once this is delisted ( if NOs win) you will not hear a word from RY for years, no correspondence, nothing !
I'm sure RYs got his fingers crossed 🤞 that the NOs win so he can spend the remainder of the cash at his leisure over a period of years and shareholders cannot do a thing about it, they won't even be able to contact him as the company no correspondence with shareholders policy will be even easier to enforce once delisted, not that anyone has ever received a reply when they were listed but it will be even more difficult once delisted.
I'm not sure some posters understand the ramifications here once the company is delisted.
Anyone thinking they will get the remainder of the cash is totally deluded.
Once delisted, that's effectively Game Over with just the small matter for RY of squandering the remaining few million, which, I'm sure he will have no problem doing over a 3 to 5 year period.
Authorised Shares The Company is authorised to issue 16,000,000,000 shares with no par value.
The Company may issue fractional Shares.
Go to investor info on the AMC website then press on AIM 26 rule and the memorandum and articles of association of Crism Therapeutics on the right hand side.
16 bn shares tells you all you need to know as such a large authorised share capital allows for placements to favoured financial institutions who then forward sell shares which has the effect of massively diluting retail shareholders
Cornhill Capital Limited has been publicly censored and fined for breaches of the London Stock Exchange Rules in connection with the forward selling of placing shares Cornhill Capital Limited has been publicly censored by the Disciplinary Committee of the London Stock Exchange. It was also fined £300,000, discounted for early settlement to £210,000.
The censure relates to breaches of the Rules of the London Stock Exchange between April 2015 and July 2015, when Cornhill was the placing agent for a placing of shares by for New World Oil and Gas Plc ("New World"), an AIM company. The placing was conditional on shareholder approval at a general meeting to be held on 19 May 2015. Following the placing announcement, Cornhill forward sold, on behalf of its underlying customers, a significant quantity of placing shares for settlement on 20 May 2015. These sales were on Exchange and were unconditional, so Cornhill became wholly reliant on the placing being approved by New World shareholders in order to settle its position. However, the New World shareholders did not approve the placing.
AGE
It is 16 bn after the share consolidation so 160 X 16 bn shares!
AGE
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“ 16bn after the 1 for 160 share consolidation certainly allows for massive share dilution”
It’s 16bn before consolidation. They expect to have 100m authorised shares.
Craztowner the drug delivery system they have developed is to overcome the blood brain barrier as the barrier restricts the passage of pathogens, the diffusion of solutes in the blood, and large or hydrophilic molecules into the cerebrospinal fluid and cancer fighting drugs.
My Father died of a brain tumor so I know quite a bit about this subject. however one must not let sentiment overcome rational thought as AMC shareholders motivation is to get back the remaining cash that is in the company rather than investing in a company for altruistic reasons.
I note your comment below, is this included in the document? if so what page is it on as the blood brain issue means that the drug delivery system is needed to overcome that issue but not needed for other parts of the body.
"The value is all the other parts of the body that it could be used."
AGE
CrazyTowner you did not answer my question yet again but from your response it is logical to deduce that you did not
receive a response.
You stated that you did not expect to receive a direct reply which is strange as it is common courtesy for CEO's to respond to emails as good manners maketh a man!
With your 27m shares the group would have 54 members with a combined total holding of 145,010,770 shares which is 10.4109% of the total shares in issue.
Do you honestly think the Board of AMC cares what their shareholders think as if they did then they would not have gone ahead with the RTO without seeking shareholders views.
Instead of that Robin Young went ahead with an RTO and incurred huge costs relative to the amount of cash that remains in the company.
It has been 11 months since the special dividend was paid and then we end up fining that the Board have agreed to a valuation of £5.5m for EPL.
I offered to let you become the leader of the group and you did not take it up the offer yet you have a very large number of shares compared to other shareholders and our group would be more effective with you in it.
email via gneissifyoucangetit@gmail.com so that we can discuss a plan of action.
AGE
AGE
TheChessMaster I must congratulate you on such a well thought out message.
If ever you decide to change careers then you are ideally suited to working in either Public Relations or Corporate Finance as you have such away with words that you could convince Eskimos to buy ice blocks from you when they could just cut them for free!
I am certainly not naive, that I do not know that pharma stocks can trade at a substantial premium but they do so for compelling reasons.
Please provide some compelling reasons apart from the RTO Company has developed a bit of plastic that is inserted into the brain.
The balance of rewards are vastly weighted towards of the owners of EPL when we have the cash that they need and they have developed a bit of plastic.
If they would have developed a promising cancer drug then that would be a different situation altogether!
If they had such a great drug delivery system then a large Pharma would have acquired them and they would not of waited for the AMC shareholders to provide their cash for us to be diluted by 73.26%.
I am going to vote against the RTO!
AGE
Crazytowner you did not answer my question from yesterday which was did you get a reply to your excellent email to AMC and the NOMAD.
If you did not get a reply to an email you sent 2 weeks ago then why would you receive a reply to your questions?
AGE
TheChessMaster please provide some reasons as to why a share would trade at a premium when the RTO Company has hardly any turnover and has only ever made losses.
Why would AMC's Board broker a deal where AMC shareholders end up paying £5.5m to own just 26.74% of the new company when we already own 100% of a company that is a cash shell and the cash should have been returned to shareholders?
They will not need to raise capital as they are going to spend our cash on a venture they may or may not be successful.
I cannot see how voting "For" is the better option as if we vote "Against" then we will receive 100% of what ever cash is left in the company.
If we vote For then our cash we will be diluted by 73.26% and we will have to wait many years to wait and see if the drug delivery system is going to be approved.
I think shareholders have to use the Dragons Den system for evaluating if they should vote For or Against and they should ask themselves the following questions :
How many of these pieces of plastic can they sell
How much would they sell each of them for as it is after all just a piece of plastic
Are there any other companies creating new devices or drugs for the treatment of cancer
How have those companies performed in terms of creating value for shareholders and has the share price increased or decreased?
For example I bought shares in ValiRx in January 2018 and there have been share consolidations and my re-based purchase price per share is 557 pence and the bid price at the current bid price is 3p so I have lost 99.4614% of my money.
If you look at the ValiRx website you will see the following information:
ValiRx accelerates the development of treatments in cancer and women’s health to improve patient lives. We provide the scientific, financial and commercial framework to enable the rapid translation of innovative science into clinical development.
Have a look at the AIM Pharma sector!
Shareholders should look at page 22 of 32 of the experts report which is on page 68 of the RTO document which says:
7.3 Intellectual property risk EPL’s success will depend, at least in part, on being able to protect its intellectual property rights as well as to operate without infringing on other company’s property rights. We have not identified any issues but have not reviewed the patent estate in detail and legal opinion is provided elsewhere
Key words are but have not reviewed!
Shareholders should read all of the risks included in the RTO document!
AGE
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The new shares could trade at a premium in the first months if the story interests investors and is well promoted.
Voting For is certainly the better option, they won't need to raise capital at the beginning so there's no downside from dilution and there's a reasonable