RE: Physical or virtual?17 Apr 2026 15:27
Willi, it is yet another mystery. If BlocKeeper was intended to be wholly owned subsidiary of QBT, the QBT shareholders would enjoy all the fruits of any success it has. But if it is intended ti be a wholly owned subsidiary (ie all the shares held by QBT), no question of listing could arise.
Since Gardin says the listing process is underway, it does not look to me as though he intends to waste the fruits of any success it may achieve on the QBT shareholders., though QBT's capital (up o £100K so Gardin says) is to be used to get it up and running. Probably a free loan! Moreover, even if it contracts with QBT for the use of /rights to QBT's tech, the price paid for it will not necessarily be market rate. The lower the price paid for it to QBT, the greater the profits will be for the BlocKeeper shareholders.
Or BlocKeeper could simply buy outright all the R&D intellectual assets from QBT. If Gardin signals his intention to terminate the consultancy under which he manages QBT first,l(eaving QBT without its key man) the price should be negligible. The gross prospective proceeds of the Sipiem litigation (ie without taking on any liabiliy for litigation costs incurred) could also be bought by BlocKeeper for a song (ie very heavily discounted to reflect uncertainty and potential future litigation costs). Once all the assets have been transferred into BlocKeper, QBT can be put into insolvent liquidation, or the shell sold for the value of its tax losses, if their value exceeds the liabilities . It is not particularly complicated or difficult if the same person (Gardin) is the key man (or in the case of QBT, ex-key man) in both companies, and without him there will be no third party market interest in the assets.
The icing on the cake is that if the original company is insolvent at the end of the process the liquidator will have no funds to investigate any of the transactions, or to seek restitution even if they were sold at an undervalue, unless the shareholders subscribe to provide him with a fighting funds.Which of course only ver happens if rthere is an institutional shareholder with a large shareholding and deep pockets. Which in the case of QBT there is not. There is a bondholder with a large interest (62%), but it looks as though Gardin s going to take the bondholders (or at least the big one) along with him, so no potential fly in the ointment there.