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If you look at the advertised products on their website, they are hardly set up for remote working.

Andy has consistently said their target market is Micro SME. This is evidenced by the price focused sale of lines and broadband.

Its also proven in the fact they have celebrated (to the point of an RNS) two wins of less than 100 seats of hosted. £1000 a month per customer, probably £500 in margin per customer. Thats a celebration?? For a business losing Millions, releasing an RNS announcing two new customers that make £6000 a year, it's an embarrassment. But when you sell standard broadband packages, 100 seats seems a huge deal.

because theyre market cant work from home... Micro SME is your tiny businesses. The credit exposure now must be huge. 400k of bad debt with no Corona... what happens when all these small businesses close.

Large customer gives us £1000 a month... wow

Not a Genius then?

That the Directors be generally and unconditionally authorised
pursuant to Section 551 of the Companies Act 2006 (the Act) to allot
shares in the Company or grant rights to subscribe for or to convert
any security into shares in the Company (Rights) up to an aggregate
nominal amount of £1,791,137 (being the balance of the authority that
was granted at the Company’s General Meeting on 17th February
2020) provided that this authority shall, unless previously revoked or
varied by the Company in general meeting, expire at the conclusion
of the next annual general meeting of the Company following the date
of the passing of this resolution or (if earlier) 15 months from the date
of passing this resolution, but so that the directors may before such
expiry make an offer or agreement which would or might require

relevant securities to be allotted after such expiry and the directors
may allot relevant securities in pursuance of that offer or agreement
as if the authority hereby conferred had not expired. This authority is
in substitution for all previous authorities conferred on the Directors
in accordance with section 551 of the 2006 Act
SPECIAL RESOLUTION
7. That, subject to the passing of Resolution 6, the Directors be given
the general power to allot equity securities (as defined by Section 560
of the Act) for cash, either pursuant to the authority conferred by
Resolution 5 or by way of a sale of treasury shares, as if Section
561(1) of the Act did not apply to any such allotment, provided that
this power shall be limited to:
7.1 the allotment of equity securities in connection with an offer by
way of a rights issue:
7.1.1 to the holders of ordinary shares in proportion (as nearly
as may be practicable) to their respective holdings; and
7.1.2 to holders of other equity securities as required by the
rights of those securities or as the directors otherwise
consider necessary, but subject to such exclusions or
other arrangements as the directors may deem
necessary or expedient in relation to treasury shares,
fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the
requirements of any regulatory body or stock exchange;
and
7.2 the allotment (otherwise than pursuant to paragraph 7.1 above)
of equity securities up to an aggregate nominal amount of
£1,791,137 being the balance of the authority that was granted
at the Company’s General Meeting on 17th February 2020.

Expect this will tank on release of the new shares

Would how much the likes of Novum have received in fees in that time period

It doesnt though, Not at all.

If you remove the wastage and run the business properly, Toople could make money today. Costs are running away from them and theres no micromanagement because they know they just come back to the shareholders for more money

This acquisition doesnt solve all the problems for Toople, It makes them worse, theyve spent £10 Million and still cant make a profit, buying a company thats been creative with its accounts this year (by reducing the marketing spend by £150k and staff costs by 200k to make £350k NP) and continuing with their "digital" strategy that involves not updating their digital profiles for over a year is not the route forward.

Yes they need Cash, but this acquisition will kill Toople

But if I dont exit.. Yes Il be there

Im 5050 on whether to take the loss and exit.

On a vote of hands both resolutions could probably be defeated so theyd put it to a vote of shares.

Epsilon own Novum so would vote for regardless, so thats 6% yes, directors around another 5%, so thats 11% yes.
I cant see a lot of people bothering to vote, because inherently people don't.

@Phen, The enlarged group will need cash again within 12 months. I guarantee they will ask for permission at the AGM to issue more shares, on top of resolution 1 here AND The rights issue under resolution 2, which would potentially dilute another 50%. Your single share today could be worth 8 or 9x less in a month. Who would vote yes

Think this will drift to around 0.7 or 0.8

The acquisition on top of a fund raise AND loan notes doesnt work.

Yes it needs cash, we all know that, yes I thought it would drop, which is a good buying opp. But the dilution about to happen is too extreme.

Take any one element,
Loan notes for acquisition - yes
Dilution for Cash to survive for another 12 months - yes
Issue shares for acquisition - yes

To do them all together, wont work. Are we now saying the general customer acquisition strategy doesnt work? If so, are we cutting the 600k marketing spend on digital marketing on a facebook/twitter profile thats not been updated for .a year?

If so great, Toop is nearly at break even, but thats not what they are doing.

The acquisition in my opinion is high risk because of the BT element, Any other telco of a similar size, billing 3 Million, would be great, Id be all for it. But they dont own the customers....

Andy has lied and misled from the start,

Do you really believe its the best for Toople.

Theyve buried the losses and need to fundraise behind a cheap acquisition. Its actually a terrible one as well given whats available in the market at the moment

Ive held my 2.5%, as I cant see it getting much worse. I intend to go to the GM and reject all resolutions though.

I can accept raising cash either via dilution or loan, but to do both and hide the reality via a poor acquisition is unforgiveable.

Cant get my head around going from 2.5% to 0.5% basically over night. Disaster

DMSL has two types of customer relationship:

i) the customer is owned by BT and DMSL receives upfront and ongoing remuneration from BT, representing approximately 90% of turnover; and

ii) the customer is owned by DMSL representing approximately 10% of turnover.

WTF!!!!

On Top of this,
Shares will be diluted by 50% in order to raise 1.2 Million,
Then as part of the acquisition were diluted again another effectively 50% now and options on another 800k. So your one share today will be worth 25% of what it is.

On Top of that They are issuing loan notes of £1.6 Million, to obtain £1.2 Million. That 400k they saves from Breith... spent.

It's an awful deal, that adds 300k of profit to the group, Its not transformational, its a disaster for any existing shareholder. Your shares are worth 75% less than they were, but its ok, because the company has doubled its turnover AND STILL loses money.

Completely missing the point on the acquisition though.
1. Your right, again it loses money in existing finacial year.
2. BT Wont allow them to continue selling into their customers.
3. Their claiming 250,000 customers and 400,000 RGUs, They are not billing that, thatl be the customers available under the BT partnership for them to earn commission off. There will be a none compete in that agreement which says they cant migrate the "base" as its not their base its BTs.
4. Andy has spent years saying we're better than BT, customers are leaving BT, so what does he do? Buys a BT reseller? That logic doesnt work.
5. They are going to take a reasonable business, and join it with huge losses, so now, the net loss is £1.3 Million, thats not growth.
6. There is MUCH better acquisition opportunities within telco at the moment.

Tooples Digital strategy isn't working, they haven't updated twitter since May 2019, Facebook since March 2019. I don't think i have ever been remarketed by a Toople advert which is basic and theres no visible adword's going on.... yet spend is up, losses are up and growth isnt exactly amazing. Theyve grown, but not by millions, yet they've spent it.

£1 Million on 18 salaries and £2.5 Million turnover, is a huge amount. It should be half that.

The issue is, they are chasing the "Micro SME" customers, who might be easy to acquire, but clearly from their bad debt provision is vastly problematic and a pain to support.

20% of your turnover, and 50% of your debtors being bad debt. Its simply not sustainable, well it isnt unless you rinse shareholders.

Our operating loss was £1.67m (after the gain on settling the shareholder loan of £456,341) compared with £1.4m.

Toople is doing "ok" Are you looking at the same toople?

Awful deal, of all the opportunities out there, a BT reseller is not the right type of acquisition.

Revenue from the results poor as expected too, what happened to all this massive growth...

If it drops to 0.08 there will be plenty of people looking at this for acquisition.