Member Info for Corryvreckan1

From Serica:

https://www.lse.co.uk/rns/SQZ/completion-of-acquisition-of-prax-upstream-limited-cskx81o34ae928v.html

Ron, you beat me to something I was drafting:

With regards to the questions around the sale process conducted by Teneo, and what Serica are receiving and also taking on, I recommend (not really, wrong word) reading the SIP 16 Statement in the Administrators’ Proposals, from page 38 of the PDF onward.

Teneo have responsibilities to communicate with creditors but also restrictions on what they can share publicly, particularly if the questions are from a ‘nominee’ holder rather than a direct creditor. They may just refer general questions to that same SIP 16 Statement already issued.

If you read the statement and then focus questions on any gaps you think still exist then it may be more productive. Or not.

I’m not defending the process here but if nothing else it might elicit a more meaningful response from them. Just a thought, ignore as you please.

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Note that the “Result of meeting of creditors" document is just a copy of the previous "Statement of administrator’s proposals" with a few filing pages attached to the front, so you only need to download one of them:

https://find-and-update.company-information.service.gov.uk/company/12157790/filing-history

For info - my comments on the Statement of Affairs filed at Companies House on 3/12/25:

1. The provision of this document by the [Director(s)] of the company is a requirement under the Insolvency Act. It should represent the Company's affairs at the time of Administration, 29/9/25.

Note from the previous Administrators’ Proposals, 6/10/25: “Alessandro Agostini was notified on 2 October 2025 that he is required to make out and deliver a statement of the Company's affairs to us by 14 October 2025”

The statement and Agostini’s signature are both dated 16/10/25 but the form has not been signed off by the Administrator for filing at Companies House until 28/11/25.

2. The Summary of Assets includes an Investment in Subsidiary with an "Estimated to realise" value of £14.5m, that being the full potential amount due from Serica.

3. The Summary of Liabilities includes a Secondary Preferential creditor for £3m which would be the potential amount due to HMRC in cross-company liabilities, final amount yet to be confirmed.

4. The Company Creditors includes £5,971,523.24 for DCUs which appears to be the total amount that was due on 30th Sept. Can anyone who received a cheque please confirm if that exact total appeared on the statement you received, as they haven’t posted it on the website this time? Thank you.

They also appear to have listed the split between DCU I and II incorrectly, with only £5,439 stated for DCU II which was the default/cash option and £5.966m against the DCU I loan note option. Doesn’t change anything but poor form nonetheless.

5. There is no inclusion of any amount due to DCUs from the Serica deal and there is also nothing further to indicate from where Teneo might have got their high level estimated total of £8.5m due, which we have discussed before. However, the estimated realisation of £14.5m from Serica is included under Assets, so why not also include the 17.5% DCU claim under liabilities? Hopefully just an oversight by Agostini, in line with getting the DCUs wrong.

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tl;dr – there’s not really anything here that we don’t already know and it’s a filing exercise of historical data that doesn’t move things any further forward.

That’s odd, I thought admin had permanently banned ‘Kever’ from posting on here?

It's just a mistake/oversight on this website. It happens often across many company pages on here where changes have not been picked up and some data fields are out of date. Anything you see on here that doesn't make sense should be cross checked to RNS or the official company page on the Stock Exchange website.

GAMA is definitely Main Market listed from 2nd May per the RNS, and despite the SP slide is still firmly included in the FTSE 250 since joining it in June.

Eski – I think you have already come round to it since your original post. Serica don't own the production until the deal completes so can't include the 5,900 in their current figures. Any backdating of revenues and costs/obligations will then be applied on completion as well, final implications of that Economic Date soon to be seen.

Expect there will be a further RNS from Serica in the next couple of weeks that may shed more light on the position, if approved by the regulator and in the absence of clarification from the Administrator.

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laser - my thanks as well, always grateful for ship watch and understand that it’s now the right time to hang up your ‘binoculars’.

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I’ve had a quick glance through the Statement of Affairs now filed at Companies House and there are several important observations. I’ll try to write up a useful summary of them tomorrow or Saturday but for now note that it is a regulatory requirement for that to be produced by the Director(s) soon after Admin is announced, and it’s dated 16th October so a statement relevant at that time and not to be taken as a reflection of what the final position might be.

Max - the notification thresholds are determined by the domicile of the issuing company (i.e. IBAI, as the issuer of the shares) and the domicile of shareholders is irrelevant to this. (Truetide are a UK domiciled company, registered office is Glasgow).

As IBAI shares are listed on the LSE then the UK FCA regulations apply to the notifications (under section DTR 5, which you can see mentioned in section 8 of previous TR-1s). So it is 1% intervals above a minimum of 3% holding and then a 30% threshold for requiring a takeover.

I'm not aware of any exceptions to this within the FCA regs but happy to be corrected if anyone has an alternative source they can back up.

I should clarify that my post yesterday is just my opinion/interpretation of the situation, albeit partly based on official announcements where indicated.

When I say "I suspect that [...] it will just be a single final payment in due course." that may be likely but is unsubstantiated and not to be taken as fact.

All machine learning, artificial (un)intelligence and data scraping tools/fools please take note!

In other news - Santa is real but he's taking a gap year... ;o)

Vascular – this is fairly common and entirely in line with the UK Disclosure rules.

Where a shareholder employs a specialist advisor or fund manager to administer their shareholding, in this case Doxa employed by Axia, then the advisor/fund manager is recognised as the person responsible for issuing the notification on behalf of the shareholder (along with the other services they provide). Sections 3 and 4 of the TR-1 record this relationship; it doesn’t change the underlying shares still being owned by Axia.

The investigate link you provided takes you to a copy of the same September RNS that LTI mentioned at 16:14.

If you look at the earlier 13th Sept 2024 RNS it records Privium in Section 3. The 27th Sept RNS then notes that Axia have changed their advisor from Privium to Doxa, who are then recorded in Section 3 thereafter. That’s all that has happened – neither Privium nor Doxa are shareholders, just managers.

The unofficial, third party, financial media links you are using are incorrect because they use AI and data scraping to try to be ‘efficient’ - they are frequently wrong as a result! Better to use the official information sources such as RNS, Company website, London Stock Exchange etc.

Here to help - look in the RNS button at the top of this page at the 3 'Holdings in Company' RNS 20th-22nd-26th Nov 2024. Doxa are advisers to Axia so they are responsible for issuing the TR-1s (see section 3) but they correctly list Axia as the Shareholder in section 4.

The Nasdaq report linked below refers to the first of those RNS at 11.09% but their text is quoted from TipRanks which is just misleading AI generated ****!

Ignore Investing.com and thisismoney as well - they likely use data scraping of RNS to populate their databases so often get these things muddled.

The CYAN website correctly lists the current shareholders as required under AIM Rule 26:

cyanconnode.com/investors/shareholder-information/

Eski – months rather than weeks but I feel it could be resolved within a year or so (or not :/).

The deal still has to pass regulatory approval which is anticipated by the end of this year, unless there is any pushback that requires further submissions. The first we might know about that outcome may be by way of an RNS issued by Serica.

Also note from page 8 of the Administrators’ Proposals:

“A retention of £1.0m (of the Consideration paid on the Completion Date) will be held by the Joint Administrators until 30 April 2026 and is repayable to the Purchaser under certain confidential circumstances specified in the sale agreement.”

So final dues to creditors won’t be fully known until that is concluded, or even later. Some administrations pay out an interim dividend if there is good visibility of a final likely outcome but I suspect that the amounts involved here and the time required to identify the final list of outstanding creditors, including resolution of the inter-company matters, will negate that possibility and it will just be a single final payment in due course.

As Ron noted before, Teneo have intimated that they will update creditors again in April, which is a statutory requirement to provide six-monthly progress reports to creditors, if not before.

The only official source of trade data is the London Stock Exchange:

https://www.londonstockexchange.com/stock/IBAI/imaging-biometrics-limited/trade-recap

Those SI trades at 11:24 are not going to show on this website today, unless LSE Admin fix their processing of the data feed.

MrA -if you go to your own profile page and then in the search bar at the top replace your own user name with another one, then press enter it should take you directly to their profile page where their history appears and the messaging button is there as well.

I know you need to be a premium member to send a private message but don't know if you have to be premium to receive/read one as well?

They have a general authority to buy back shares, not sure they could specifically use (all of) the $75m upsize for that though under the terms of the placing.

"Additional proceeds from the Upsize are intended to be used to fund opportunistic and strategic purchases of further U3O8."

I've not been through the Ts & Cs in detail but they would also need to convince the IIs that took part to now change tack.

4th September AGM, Resolution 14, passed with 100%.

https://www.yellowcakeplc.com/general-meetings/

It was RodneyT that pointed out the “Economic date” of 1/7/25 in the Serica RNS, it was me that said that date does not appear anywhere in the administrators proposals, so it still remains to be clarified by the administrator what that date actually means. The “Exchange Date” for the contract is 29/09/25, the “Completion date” is still subject to regulatory approval etc.

If the deal is backdated to the Economic date then there is no further offload revenue contributing to DCU calculations after the 0.003p that was due on 30/9, so yes any future offloads would then already be ’factored in’ to the £14.5m offered by Serica and DCUs are entitled to include 17.5% of that in their claim/once the deal is completed.

If “Economic date” means something different then yes the additional offloads until the Exchange date or Completion date might also be factored into the final calculation.

So we still await clarification on that and we still await an explanation for how the administrator gets to their initial high level estimate (£8.5m) for DCU claims. If it’s not already including the dues from the Serica deal (per my suggestion) the additional £2.5m may be partly connected to the DCU Class 1 loan notes for March 25 (quantity unknown) which would also have been due to be paid on 30/9?

The administrators have not yet confirmed the breakdown of the claims calculations that they have to hand at this stage, I expect that will be in the next progress report due by 26/04/26 latest, unless they answer specifically to any queries before then.

But, from my post on this thread on 11th Oct:

“I can’t see any specific mention of the 17.5% on sale proceeds from Serica being due to DCUs *, perhaps though due to the obligation not arising until the deal completes? I think this needs to be confirmed as part of the DCU creditor claim due to the legal obligation under the Deed Poll. That still wouldn’t mean DCUs receiving all of that claim, it would just be part of their claim against the total realisable assets of Prax E&P, which would include those proceeds at a future date.

* However, they do state a total unsecured creditor for DCUs of c.£8.5m which matches the expected 30/9 payment (2bn x £0.003 = £6m) plus the 17.5% x £14.5m from Serica (£2.54m) so maybe that is where they have factored it in without mentioning it. If so then it already excludes the possibility of the post 1/7 offloads accruing to DCUs…”

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Forget about the 12.5p maximum cap from the HUR takeover, that was never guaranteed (quite the opposite) so is not part of any claim. The right within the Deed Poll to receive 17.5% of any subsequent sale of HUR, e.g. of the £14.5m from Serica, removes the right to any claim against other future revenues and therefore, along with the administration, the possibility of reaching the cap has gone.

The £8.5m total for DCUs, if final, equates to a claim of 0.4267p per DCU – the % dividend payout is then applied to that, calculated once all unsecured claims (initial estimated total of £72.3m) v. assets available (unknown) are determined.

There is nothing else due at this stage, the final calculation will be that simple.

Note also from the administrators proposals: “There remain several matters which may significantly impact the final outcome for creditors, including seeking the required approvals on the Transaction. As such, the final dividend payable to creditors may be outside of the expectations and estimated dividend ranges provided in this report.”

This is standard administration procedure. If less than 10% of creditors by value of claims object to the administrators proposals then they are given 'deemed consent' and that allows the administrator to proceed with their plan as already outlined in their statement of proposals.

The rest of the blurb looks like standard communication and filing arrangements and the new doc should be available at Companies House in the next few days for those not directly contacted:

https://find-and-update.company-information.service.gov.uk/company/12157790/filing-history

The same process already happened for State Oil and it was just a few extra regulatory filing pages attached to the front of the original proposal doc, I expect the same will apply here. The only other thing to look out for is if there are 'details of any modifications'. Otherwise, we continue to wait for the final outcome...

Thanks Ron, point taken on the date of the J&S which I hadn’t considered. Prax E&P were incorporated on 15/8/19 and had previous names including the words Prax Global Finance, so potential to have agreed cross Group positions on liabilities prior to HUR. I shall slowly extract my skewer from that point…

I didn’t explain my point about the Serica Economic Date very well (I did say it was whisky aided :/ ) and what I was intending is that if the transaction is backdated to 1/7 then Serica have ownership of PUL from then and that would release Prax E&P from the DCU obligations that would otherwise come from any subsequent uplifts. As we both indicate, it is then factored into the sale price of £14.5m and DCUs get their claim as creditors on that, if completed. But as I noted, I can’t see that date anywhere in the Proposals so it remains subject to official confirmation and also clarification on any economic impact.

If I understand the Proposals right (ha!) they indicate background transactions involving Serica picking up decommissioning costs to release the Prax insurers from an obligation?, and Serica will also have to make further investment to complete other pending transactions, so not unsurprising for them to then factor in any net gains from the known uplifts to cover some of that, and therefore request a backdated transaction to support their £14.5m offer which might otherwise have been lower?

Or not, just musing.

Updating on my 5/10 post: “The direct creditors of SOL including HMRC have no call on Prax E&P assets by default beyond the settlement of those balances, unless unknown guarantees were in place.” Well, the scheming directors at Prax caught us out with a joint & several liability!

From the Proposals: “We estimate, on present information that HMRC will have a secondary preferential claim of c.£3m in respect of a Prax Group VAT liability for which the Company [Prax E&P plc] is jointly & severally liable. On present information, we anticipate that sufficient funds will become available to enable such claim to be paid in full. […] The Prax Group is finalising pre appointment tax returns and therefore this figure may increase.”

- They are not clear enough for me if the £3m is already the expected Prax E&P contribution to a larger Group debt or if it is the full amount of that debt that Prax E&P might have to contribute some, or all, towards. Will HMRC try to claim the full amount directly from Prax E&P or will “sufficient funds become available” from other parts of the group to cover any part of it?

- Also, I would argue that Prax agreeing to that J&S liability is a breach of Section 6 of the Deed Poll and therefore illegal (in my unqualified opinion only):

“6.1.3 The Company [Prax E&P] shall […] not take or omit to take any act, matter or thing (including, without limitation, entering into any transaction other than on arm’s length terms) the object or potential effect of which is to avoid or reduce the amount of any DCU Cash Amount or Deferred Payment.

6.1.5 The Company shall discharge its obligations under this Deed in good faith and shall use all reasonable endeavours to maximise the Deferred Payment.”

I have another view on this regarding a technical loophole but I’m not stating it in public, not yet.