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Here’s an example of a stealth raise of £6,175,000 to part pay for an increased share of HH:
https://www.lse.co.uk/rns/UKOG/completion-of-further-interest-in-hhdl-qy2pwsvy9iwm5ea.html
Sometimes UKOG would do a placing and then use to cash to by some “investment” other times it would pay in shares and the receiving party immediately off load the shares probably via the same broker that would of done a placing.
The truth is even worse, they have raised a lot more than £61m, the share premium a/c is over £110m, are you including all the things they paid for in shares in lieu of cash? That’s still a capital raise, none of the recipients kept the shares, they traded them for cash at the nearest broker.
The “profit” of £275k is gross and excludes all admin expenses such as SS’s £338k salary.
There’s also all the unrealised losses of tens of millions hiding in “intangible assets”.
I suspect the lack of an AGM and the company being close to collapse are very closely related.
The AIM rules don't say anything about AGMs at all and are just one of the sets of rules companies must adhere to:
https://docs.londonstockexchange.com/sites/default/files/documents/aim-landscape-infographic.pdf
Anyway it's now April 27th and UKOG have neither called nor held it's AGM.
I think you'll find the actual wording of the act takes precedent, I can't remember voting for anyone at LexisNexis.
I can't see anything in the AIM rules that aren't in compliance with the Companies Act. If you hold your AGM within the six months you comply with both the AIM rules and the Companies Act.
Ocelot, for the third time in this thread here is what the Companies Act actually says:
"Every public company must HOLD a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period)."
https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/4/2009-11-06?view=plain
Article 190 only provides immunity if “judgment is given in his favour or in which he is acquitted”
Apart from Covid there doesn’t seem to be any exemption, if you look at other companies they generally obey the law, but there doesn’t seem to be anyone enforcing it.
Prior to SS being CEO the AGM did happen before March 31st, but after SS took over they have only held it once by March 31st. SS clearly has no time for good corporate governance.
At the last GM the special resolution, even with the 10% EBT votes, only passed by 78%, many more PIs voted than the previous meeting. So given the 75% threshold, they can’t assume that non-preemptive rights resolutions will pass, which would drastically reduce their fund raising options.
The rules are calling an AGM are not an an AIM bylaw, they are contained in the Companies Act:
From https://www.legislation.gov.uk/ukpga/2006/46/section/336
"Every public company must hold a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period)."
"If a company fails to comply with subsection (1) an offence is committed by every officer of the company who is in default."
The accounting reference date was Sept 30th 2023, so it should of be held by end of March.
20,000,000 shares are only worth £6k so that's not a very hight threshold.
From my reading of the situation RF/YA never want to hold more than 3% each in order to avoid having to notify their positions and 6% of 3,660,957,892 shares outstanding is 219,657,473.52, hence them requesting 200,000,000 shares.
"I reckon UKOG are stringing out the AGM so they can use the outstanding number of shares they can issue to pay off YA"
RF/YA seem to be able to sell around 200,000,000 shares a month, worth around £60k. So it will take about nine months to recover the remaining £545k.
UKOG directors are already breaking the law by not holding the AGM within 6 months of year end.
No one seems to police the Companies Act, but I doubt they can get away with the AGM being 10 months late.
There is also the £675k repayment from HH, which is really just moving money within the company, but might give the top-level company a couple of extra months.
UKOG's actual non-investing cash burn is shown in "Net cash outflow from operating activities" in the cash flow statement, as £2,936,000 which does include revenue and cost of revenue and was fairly stable between year halves. That's a cash burn of £245k pm giving an end of April figure of £905k with the cash running out in August.
However there is also £1,673,000 annual cash flow on investing activities, which is an additional £140k pm. If you include that end of April cash is -£70k.
So in summary UKOG are likely to run out of cash sometime between now and August.
If they managed to do a placing before the mythical AGM at 20% discount it would raise about £317k, not even enough to pay SS's salary.
The Companies Act says the AGM has to be held within 6 months of year end, so they are already breaking the law.
As far as I can work out none of the directors are up for re-election. SS is due for re-election next year (if UKOG still exists)
I don't think £400k that buys them anything, they would still have the RF/UA remaining liability due at end of year.
They either need some sellable bull$hite scheme to put to the shareholders at the AGM to be allowed to raise a many millions or admit defeat and file for bankruptcy.
“ Fees for the CLN were £502,000 ((Annual Report & Accounts)”
So UKOG misled shareholders as to the cost of the facility in the June RNS. I hope someone raises the issue at the AGM (if they ever get around to calling it).
Toyota's Hydrogen Future Is Crumbling As Owners File Lawsuits, Call For Buybacks
https://insideevs.com/news/708375/toyota-mirai-hydrogen-stations-close
*200,000,000 not 200,000
In case anyone is confused, this isn't new money, it's money they have already lost down a big dry hole in the ground in Turkey.
The loan balance is now £545k and 200,000 shares at current SP will yield £75k, so they need to repeat the process six more times.
So only another seven more months of relentless selling and the load will be paid off.