Member Info for HeidHoncho

What it does however highlight is the lack of any governance being performed within the company, the lack of, I would have anticipated, due diligence being performed by the Nomad (is this not partly what they are there for ?), and the disregard by the Company to operate within the confines of the authorities that their shareholders have previously given them.

For the moment (I have limited time available today) I will park further discussion on the warrants issue, but I will copy the statement in this RNS associated with regards to warrants (bear in mind that the premise that warrants will be converted, and as such no overhead is available to accommodate the same, and outstanding warrant quantities would require covered under future authorisation requests, and this should be borne in mind when calculating what overhead is “truly” left available under any given authorisation).
The statement contained within the RNS is thus, “Each Placing share will carry a warrant to subscribe for one further share at a price of 0.10p per share, exercisable at any time from Admission (as defined below) up to the third year anniversary of Admission. The funds were raised through ETX Capital. As part of their fee arrangement, the Company has agreed to issue to ETX Capital with a warrant over 20,000,000 ordinary shares in the Company, exercisable at any time from Admission (as defined below) at a price of 0.10 pence per share up to the third year anniversary of Admission.
Following the grant, in aggregate, of the 220,000,000 warrants over ordinary shares, the Company will have 290,076,425 warrants over ordinary shares in issue. Of the above cumulative 220,000,000 warrant granted, 140,000,000 warrants over ordinary shares will be exercisable subject to certain shareholder approvals being obtained at an upcoming general meeting of the Company.”

My final point for “today” that I will be making in relation to this post, is in reference to details made in the RNS of the 1st April, regarding the provisional placing agreed, prior to receiving the authority to issue further shares which was being sought at the upcoming General Meeting.

The pertinent point made, amongst others, in that RNS is, and I quote, “The Conditional Placing has been conducted on behalf of the Company by Peterhouse.
The Placing Shares would be issued under existing shareholder authorities and not dependent upon resolution 2 or resolution 3 of the Capital Reorganisation General Meeting being passed. Following the issuing of the Placing Shares the Company will have no further existing authority to issue new shares.”

In the RNS issued on the 28th June 2019, regarding the results of the General Meeting, that, and I quote, “London, UK., 28 June 2019: ValiRx Plc (AIM: VAL), the clinical stage biotechnology company, announces that at its Annual General Meeting ("AGM") held earlier today, all resolutions were duly passed.

Consequently, the Company affirmed that the authority relating to share capital allocation that they had requested in the “Notice of General Meeting” had been passed, on the basis requested.

In the RNS dated the 14th October 2019, in relation to a further fund raising which culminated in 310,769,231 shares being issued, and I quote, “ Following Admission, the Company's enlarged issued share capital will comprise 1,334,827,184 ordinary shares of 0.1p each with voting rights.”

This issue in itself isn’t perhaps noteworthy, but it does give us a confirmed share quantity in issue that will substantiate numbers being detailed in the next RNS.

In the RNS dated the 6th January 2020, which related to yet another placing, the following was highlighted.
The placing would culminate in an additional 200,000,000 shares being issued, and that following that issue the total number of shares in issue would be, and I quote, “Following Admission, the Company's enlarged issued share capital will comprise 1,534,827,184 ordinary shares of 0.1p each with voting rights.”

There are a number of other issues to discuss with regards to this RNS, particularly so relating to warrants, but firstly let us discuss the shares in issue.
That being that the addition of 200,000,000 shares to the previously notified shares in issue being 1,334,827,184 does indeed equate to the number of shares being in issue post the admission of these 200,000,000 shares scheduled for the 10 January 2020, to be then 1,534,827,184, therefore corroboration exists.

Hold on for a minute though, this statement from the Company, that states on the 10th January 2020 that 1,534,827,184 shares will be in issue, yet that is at odds with the maximum number permissible in authorisation (as detailed in the Notice of General Meeting) of 1,505,258,764.
Granted, in relation to over 1.5 billion shares in issue, this additional 29,568,420 shares which the Company state they have issued in excess of their legal authority to do so does not amount to a hill of beans.

In the RNS dated the 5th June 2019 it stated, that in relation to Resolution 5 of the upcoming General Meeting, in which they were requesting authority to allot share capital, that, and I quote, “The directors have stated in the Notice their intention to use a portion of the authority granted under Resolution (5) above to facilitate, at an appropriate time, an Open Offer, expected to be two new shares for every ten existing shares held.”.

It is my view, that being that this obligation never came to pass within the authority to allocate share capital that was ultimately voted upon, then the Company has failed to meet a written obligation that they made to secure the votes of the shareholders to gain their authority to allocate, and in failing to do so they have placed themselves in breach of the same.

The aforementioned Resolution 5, and I quote directly from the associated “Notice of General Meeting” notes, that “The Board considers it appropriate that authority in respect of the same level, that is, 100%, of the issued share capital be granted to allot ordinary shares in the capital of the Company at the forthcoming AGM. There are currently 752,629,382 issued shares in the capital of the Company. As such the directors are seeking authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of seven hundred and fifty two thousand six hundred and twenty nine pounds and thirty eight pence (£752,629.38), representing approximately 100 per cent. of the Company’s current issued ordinary share capital. Subject to the passing of resolution 5, the Board intends to use a portion of the authority conferred by resolution 5 to facilitate, at an appropriate time, an open offer, expected to be of two new shares for every ten existing shares held.”

This gave the Company to allocate a maximum number of 752,629,382 shares throughout the duration of this authority, bringing the maximum possible number of shares in issue during that period to 1,505,258,764 (that being a 100% increase to the existing shares previously in issue).

Additionally, it should be noted that the Company reiterated the intent to conduct the aforementioned open offer previously having been detailed in the RNS of the 5th June, and also confirming that this open offer forms part of this particular authority being requested.

Being that the open offer was never conducted then that is a breach of the authority that was requested. In my view there is no credible argument that can be made through utilising the reason that there had not been “an appropriate time”, as the authority to issue an additional 752,629,382 was only awarded on the basis that this open offer would form part of the authority requested, and not at a later date under yet a further authority request.

I am just about to make a post over a couple of posts, containing information that I have researched from reviewing documents in the public domain, that may form the seed for anyone interested in doing so to conduct their own review, and come to their own conclusions.

If I hit any raw nerves in the content of my posts I anticipate that certain parties may look to have these posts removed from view, so you may need to copy/paste them into a document of your own so that you can continue with conducting your own research.

In any case, being as I will likely need to post them over a couple of posts, you may find it a more cohesive read if you did indeed copy and post them onto a singular document of your own.

A disclaimer if you will, these posts are merely my interpretation of the facts, from my reading of the facts detailed on verifiable Company documents and Company issued RNS's.
If I have misconstrued any of these facts, and my reading of them is not how they were written, then I apologise unreservedly in advance, hence my respectful suggestion that all perform their own investigation prior to coming to their own conclusion on the same.

I raised that very point at the time.

As disapplication of pre-emptive rights was a special resolution, then it only took 25% of the votes cast to block the vote from being passed (as opposed to the 50% requirement in an ordinary resolution).

Was this error latterly identified, and consequently why we have had no official notification as to why the originally planned notification of the placement of circa 6 million shares has been made to the market (perhaps corroborated by the fact that this site still shows the shares in issue being only circa 12 million, as opposed to circa 18 million had the placing shares been admitted to the market).

Could that also explain the massive increase in share volume being traded over the last few days, as had those placing shares been forward sold then a pseudo short position would require to be closed, and those potentially errantly short sold shares (equating to 50% of the shares in issue) requiring to be bought back.

Who knows, as the lack of publicly available information leaves the only means of investigation to be conjecture.

IMHO.

Probably best to stick to the facts, don’t you think.

If the placing was at 8p to raise £640k, as you are suggesting, it would neither be only 20 million shares in issue, nor would they be able to raise £640k under the existing authorities.

To raise £640k at 8p would entail issuing 8 million shares.

The current number of shares in issue is circa 18 million, not the 12 million that your calculations allude to.

Under the current authorities the BoD can only issue a further circa 6 million shares, as that is all the overhead that is left.

So, to generate £640,000 at 8p would entail part of the placement to be conditional on being able to raise their authority through the holding of an EGM.

Being as they just held an EGM requesting authority to dilute existing shareholders by 50%, through the doubling of the shares in issue, I doubt the shareholders may be in favour of that.

And we all know what the shareholders achieved in this share through their voting power previously, so there are no guarantees that a positive vote on a conditional placing would be achieved.

IMHO

eyeguy, given that you chose to utilise that particular Tweeter’s post strange that you didn’t also highlight one of that Tweeter’s other posts.

On second thoughts, perhaps nothing strange in it at all.

https://mobile.twitter.com/ParodyUk/status/1256212398991716356

The only logical response, as we all know, is that it has had the beejabers traded out of it.

I haven't had the time, nor the current enthusiasm, to confirm to myself whether they were indeed buys.

However, if they were buys as you intimate, then although it may initially appear to be someone accumulating it is not someone that is overly astute that is doing so.

Had they waited only an additional couple of hours they could have obtained significantly more shares for their money.

IMHO.

I didn't say that it hadn't already been done, but how long it would take to announce it.

I would not be surprised if the longer it is before the placing price is announced the lower the price will be.

That would be because they would want the SP to drop to nearer the agreed placing price before announcing it, so as to make the level of discount to the current SP be less significant.

Having said that, they may well announce it after close today, given that everyone is now aware a placing is coming, and they have already warned us that it will be at a significant discount.

IMHO

Are you certain they were buys, and not merely late reported trades.

As such, a late reported trade will be identified as a buy now as they are being measured against the current SP.

No requirement to do so, as that is already known, and verifiable in the public domain.

That is not to say that they wouldn't attempt to raise more through a conditional placing.

The positive being, that under the current, and VERY recently obtained, authorities the BoD can only issue an additional circa 6 million shares that are left in the currently available overhead.

The potentially negative being, are the recent TR1's and the yet to be issued additional circa 6 million shares, been/being utilised to diminish the true shareholder voting power.

To issue more than the currently available circa 6 million unallocated shares would require the BoD to hold a further EGM, and request authority to issue yet more shares than is currently permissable.

The logical question would therefore be, has the recently notified TR1 holdings, and the yet to be issued additional 6 million shares, been utilised in a manner such that it would stave off a further LTH revolt against the constant and continuous dilution, weakening the LTH voting power, and succeeding in forcing the vote through for this additional authorisation to issue yet more share.

Maybe something worthy of consideration, IMHO.

akramms, MTFB concluded trials on subjects in the thousands, yet never achieved approval, VAL have only got as far as phase 1/2 trials totalling less people than you need fingers and toes to count, so how far have we yet to go ?

And just where have all of these alleged JV's and agreements that you are attempting to promote got us, absolutely nowhere and on the brink of administration.

They probably couldn't do at this moment in time, until they have calculated what the sum that was raised through forward selling into the spike was going to be, then subtracting the agreed percentage for the facilitation, and only then will they be able to tell you what the placing price will be.

IMHO

akramms, perhaps you should consider the following.

Read between lines

1. No short term accretive benefit to any funding, all that they have notified us about is that the Japanese want to utilise some of our product for trials, and everyone knows the results from trials take a verylong time to achieve.

2. The BoD have already told you that any agreement that is reached may NOT be favourable to the Company.

3. Only time will tell whether they will significantly improve the situation.

4. Not before time, and only achieved because of shareholder power, not down to anything that the BoD enacted.

5. For a very good reason, years of historical mismanagement, and the company is almost broke.

6. Interesting to watch whether a TR1 showing a reduction in shareholding is announced in a couple of days, or if an increase then is it to facilitate a takeover on the cheap.

IMHO.

akramms, a raise of £200,000 at 5p (for example) would not be less than 10%, they would need to issue 4 million shares which would be about 22%.

I checked the RNS, hence the strange statement regarding the potential that they may be considering agreeing to a Joint Venture that was not perhaps not favourable to the Company.

Either that, or there statement was incorrectly worded.

Given the option of accepting a further agreement that was not favourable to the shareholders, or to have a further 33% dilution, I think that the BoD would receive greater support from the long suffering shareholders than to unnecessarily give away what little family silver that is left.

Perhaps, in response to that proposal, the long term shareholders could give their opinion to which option they would more likely support.

As has been recently proven to great effect, the power resides with the shareholders, and I'm sure that the new BoD would not wish to raise their hackles again so soon, were they to chose to accept yet another unfavourable agreement.

IMHO.

Perhaps better to consider a placing rather than for the BoD to accept yet another agreement that is not favourable to either the Company, nor their long suffering shareholders.

IMHO.