Member Info for Inthetin

Hi tonyj

What do you think is going to happen here?

Offer or no offer?

As far as I am concerned, if the offer is 10.44p, I will probably be rejecting it and will have to face the consequences of that.

I do find it hard to believe that 75% will accept 10.44p, unless JC simultaneously claims that the the company is financially effed using our annual audited accounts as evidence. Perhaps that's what we're waiting for.

GL

ITT

Is this whole bid/non-bid a farce?

I did say at the outset (back in early Feb'26) that this was probably a scam to shield Cyan's BoD from close scrutiny of the company's finances.

According to the PUSU RNS's, Dean Street are ES's financial advisers for this deal/non-deal.

However, two of the three people listed don't even seem to work for Dean Street; they left in early 2026 after setting up DARBLAY CAPITAL LTD.

https://www.linkedin.com/in/bob-morris-1b207646/

https://www.linkedin.com/in/louie-roberts/

Odd.

Indeed we have.

IMO, we're all guilty of being a tad greedy when it comes to our expectations for this company - intoxicated by the numbers being bandied about.

The perfect ruse for Mr Harvard to take full advantage of and that he's done. Surround himself with numpties who have more money than sense and who won't question anything he says or does until eventually the road runs out.

Never mind.

Oh yes, I wonder where someone gets the confidence from to plough £60K into this shower.

Sorry, that really doesn't matter.

We all know that CC will continue to trade and do what it does once this deal is done - just under different ownership.

The only conversation in town right now is how we find ourselves here, who is to blame and what we are all prepared to do about it (if anything). One way or another, we need to get to the truth.

Is there any chance of us getting to 5% to force an EGM?

my guess is d johns-powell, tyler, trezise and faulkner are all connected. probably, something as simple as them all playing at the same golf club e.g. cottrell park golf club (south wales) - owned by d johns-powell.

it wouldn't surprise me if faulkner has had a close look at cc (cronin & pea****'s work) and told djp, tyler & trezise that the farce has to be ended and they need to cut their losses and get back what capital they can. if they get 10p'ish, they'll all be doing ok - it won't ruin any of them (djp is about the poshest guy on the planet) and the others are extremely successful too.

one way or another, this needs to end and we can then all move on.

Why haven't Hardman, Zeus Capital, 'Mr Tremendously Upbeat About Cyan' et al ever had a problem with Cronin's 'business model'?

But didn't Cronin go to Harvard Business School and haven't we been paying him £400K pa?

Surely, it's fair for shareholders to believe that they've been paying someone £400K pa to come up with a business model that actually had a chance of working (for them)?

Have shareholders been lied to?

Hi HG

Cronin and his advisers shouldn't be left to bend the rules to suit. You never know, perhaps the regulators will eventually run out of patience and then show their teeth.

GL

ITT

Hi Bobjim

As you know, there isn't an offer.

Hi tonyj

While there is a possible takeover, the FCA and AIM Regulation Team won't touch it. They'll be hoping that a deal goes through so that everything (any skulduggery) get's buried. It's much easier for everyone.

However, if the deal fails, the game changes dramatically; not only for JC but the whole BoD and Strand Hanson.

Hi Mel

As you know, the ultimate deadline for the AR is 6 months after the year end (i.e. 30/09/2026).

If Cronin and Strand Hanson get their way, we'll never to see the 2026 AR; Cyan will be privately owned before then.

Have a fun weekend.

ITT

Hi tonyj

No, I would love there to be an EGM and attend, but it's easier said than done.

Really, we could do with one of the major shareholders demanding an EGM, but you get the impression that they're all in cahoots. I'm extremely disappointed with the four boyos' performances to date.

Re your final sentence, this is why I believe we should concentrate on the first quarter of last year. This is their and their advisers Achilles heel IMO.

since this pusu fiasco commenced, cronin has 'earned' about £120k and pea**** has 'earned' about £80k. how much strand hanson have trousered during the same period we'll never know.

how are shareholders benefitting from this process?

Is a director's duty to shareholders or creditors?

Technically, directors owe their fiduciary duties to the company itself, rather than directly to shareholders or creditors.

However, who they must prioritize depends entirely on the company's financial health:

1. When the company is solvent: Directors must act in good faith to promote the success of the company for the benefit of its shareholders (members).

2. When insolvency is approaching: As the company faces financial distress or a risk of insolvency, directors must begin factoring in the interests of creditors.

3. When insolvency is inevitable: The primary duty shifts. Directors must prioritize the interests of the creditors to minimize their potential losses.

The above seems fair to me. My problem is that devious people know these rules too and can deliberately steer the company so that it finds itself in category 3.

Hi tonyj

We'll never get the 5%.

Our problem is that the Takeover Panel assumes that the company's directors act in good faith to promote the success of the company for the benefit of its members, avoid conflicts of interest, and exercise reasonable care, skill, and diligence.

How wrong they can be.

"Put up or shut up" (PUSU) is a strict regulatory rule that forces a potential buyer (the bidder) to publicly declare its intentions regarding a company it is trying to take over.

A strict regulatory rule? No it's not, it's a complete waste of time and doesn't force anything.

Who is the PUSU helping? The shareholders? I don't think so.

The Takeover Panel need to start doing their job properly and stop taking the effortless option. Pathetic.

Thanks.

Hi tonyj

Thanks.

What do you mean when you say "why are loans not included in DD"?

How can you see what is included in ES's DD?

I'm not saying that you can't see it, just wondering where you have picked up that.

Cheers

ITT