Games developer tinyBuild seeks to boost £500 million market cap by becoming a media company. Watch the full video here.
Peak alot of folk seem to want 50% up of down in a day and move on to next.
This has just not been like that. The difference is that there is a real business here being built up but in a very understated way. Hence my term boring.
The modest size of the prospective resources and stable share register just means it's stayed subdued.
One for Oopsi I guess. We are obviously not a party in this case - but the case has been brought by Zaza on behalf of shareholders and the company vs Steve and the directors. So strangely if we were it would be via Zaza side in this one I suspect. Whether that gives a right of audience I have no idea but they have switched off the live feed which is the immediate issue. I doubt you get a right to speak/present without being a party. Anyone can sit in the court - but that is the issue with Covid travel ban that is not an option for UK shareholders who undoubtably have a close interest in the case.
In terms of threat level: I would place unpaid employees and their families in Georgia, Unpaid trade creditors and contractors and their associates in Georgia and Russian inclined agents in Georgia way ahead of the risk profile that disgrunted UK based shareholders subject to a red travel ban pose anyone. Georgia is still a bit dodgy in terms of people getting knocked off - so its not a country without risk if you upset the wrong people. Its a few years since we have had the debate about clan/mafia type risks to business in Georgia - https://en.wikipedia.org/wiki/Georgian_mafia - given FRR capacity to go down new and unexpected avenues who knows here - thieves in law sounds about right mind!
Thinker they are buying with the salary in shares arrangements. Don't think that would make any difference.
If you look at upside its maximum of 100%. There are too many other AIM vehicles that can do that in a day - so I think IOG is in many respects too boring! Te downside risk is now small. Hence with potential dividend its very much the sort of thing for institutions I feel and "boring" investors.
I think it will creep up in Q3 but just don't see a catalyst for a big move and don't see large numbers of PI piling in.
Given other shares in my portfolio boring is good as long as they get there in the end. The returns should have been much bigger but that was spoiled by LOG in my opinion . The cheap placing to institutions - that was at least 50% too low in my opinion but LOG spoiled getting a better price.
Looed it does not say anything about messages. It's now one or more of the parties perceives or believes there is a threat to them. That may or may not involve messages. Our take collectively yesterday was the unredacted address info is more likely the reason. But of course we don't know. A common theme involving all things FRR for the last decade.
Either way it's total nonsense and does not stand up to any sort of rational examination when it's all on zoom and one party is in Georgia.
At end of day judge can run their court how they like but to invite people to appear in person when UK is under a red travel ban to US is quite simply wrong. The judge may think that would have stopped FRR shareholders attending. On that she would be wrong. If the covid flight ban was not in place and with some certainty on the court schedule I'm pretty sure she would have been seeing a shareholder in her court. The ban being in place means we have been denied the opportunity to hear evidence. The very purpose of putting live stream in was to avoid travel.
Yes she may be too busy to want to deal with procedural issues like this. But the decision no doubt suits all the parties in this disgraceful spectacle.
At the end of the day it does not matter. But shareholders here will take it as a further example of being marginalised and forgotten. The parties in the court won't see or greatly care about that. They are in their own bubble of reality. But if for a moment they came out and looked from our side they would begin to understand why doing it just makes people more frustrated and more likely to find ways to get themselves heard. That does not excuse anyone interfering in the course of justice.
But the message has to be loud and clear stop ignoring shareholders and start to listen to their plight. If you continue to treat them with no respect then they should not be surprised by a growing escalation in orthodox and unorthodox actions to get heard. We have waited long enough and switching off the feed and blaming shareholders is a bit provocative.
So we have moved on from the previous explanation of "not liking people posting on face book" to there is a "threat". Yes indeed truth and openness is a threat but a different one. Russia and China take note of the lights of a beacon of democracy flickering and going out.
Lets think about this - so you really have to ask how live stream effects that being as he is in Georgia and most of them on zoom could be anywhere. Ok they showed some addresses and personal details from publicly available records . If so have they redacted all the printed evidence as well? Problem with that is that its all on the Georgian company registry.....
This is complete nonsense. Pre covid they did not show cases and no doubt that cosy under the carpet approach is what they all prefer. Its the land of the free after all.......pathetic.
Volt - agree with your view there.
LOG are in the money at these prices - as is anyone who has bought last 2 to 3 years including those institutions who were gifted shares at 10p in the restructure that heavily diluted the original PI holders as the shareprice rattled down from the 30's. Since then volume has been non existent. Fossil fuel negativity for some funds and institutions does not help. There is undoubtably an effect the large holdings by LOG (30%) and Lombard next largest holder have. Most shares are tight held now. It has at least moved closer to NAV but become stuck at this level.
It should resume the move north we all hope as we are now actually pretty close to first gas and start to close the NAV gap. Could the NAV be way out? Seems fairly conservative given asset location so seems unlikely.
The LOG connection has damaged the brand - as did the drop to let institutions in. Maybe institutions are waiting for them to want to offload but LOG have a price in mind - so its a bit of a standoff and wait. But with the CalE connection holding the interest in the assets that counters LOG reputation damage for me - so its become for me at least a steady, relatively safe value play. Harvey drill result though was problematic. Good numbers on that would have made a significant difference. The borderline commercial numbers hit future reserves and hence the long term numbers. The license round also did not bring in enough juicy future prospects so there is a bit of uncertainty about numbers further out hat does not help. They do need to address that future reserves question sooner rather than later.
Would be nice for a little shift up to recognise progress that has been made or more news on future plans to give it some help.
So am I right with this summary of the asset ? Close.
FRR defaulted on the Outrider loan secured through 100% shares of FRCC who own 100% of FRGC but the asset was "moved" from FRG to FRUS only the GG objected so the move wasn't ratified by GG who are the other party in the PSA (in FEGL 50% FRR and 50% GG ) so it didn't actually leave the ownership of FRR and so Outrider can claim the asset by holding the 100% shares in FRCC. Steve claims that GG didnt have the authority to block the transfer and so FRUS owned it only by the time of the transfer to FRUS - FRGC had also defaulted to Green capital who think they now own the 50% share in FEGL.
Question is did ZM plan both defaults with the aim of the new holding company being outside of US jurisdiction and is Green in anyway linked to ZM? That is the question the courts may have to sort out but not the current case - they can block him through a clause in his employment contract only.
For me the GG need to be called to provide evidence. I agree - but they will view this as having been resolved in the international arbitration that found the FRUS transfer void. By the time FRR tried again they were not the owner of the FRGC shares so arguably had no standing. This seems to be Zaza main line in the current case.
Director fiduciary duties case:
ZM has broken all principles - maybe but that is not current case!
duty to act in the best interests of the company.
a duty to act within the powers conferred by the company's memorandum and articles of association.
a duty not to fetter one's own discretion.
a duty to avoid a conflict of interest, and.
a duty not to make unauthorised profit.
What can the Judge do?
Decide that ZM deliberately manufactured a situation whereby his predetermined actions moved the asset outside of FRR and that is actions broke his employment terms and all Director fiduciary duties and were unlawful making him liable for the full market value of the asset plus historical value of the PSA to be awarded to Outrider circa $20Million and the balance to shareholders...only ZM can't pay.
Disqualify ZM as a director
Call upon evidence from the GG to clarify who is there partner in the PSA and who owns the license ?
Accept the transfer occurred and is now in the possession of Green however it was achieved by unlawful actions and demand it's returned to FRR who in turn remain in default of the Outrider loan; FRR were prevented from repaying the loan due to the subterfuge of ZM and will be given 6 months to repay the outstanding amount.
The way ZM picked a fight with GD makes me think he's not a popular person in Georgia and unlikely he will be assisted further and personally I think this would have entrenched opinion against him.
If Uncle Sam has any influence I think we stand a chance of getting the license back as there can be little doubt of the dubious nature of the shenanigans of ZM
I have to say I was taken in by ZM
Well turning off the live stream at a time of travel restriction due to covid and then inviting people to turn up in person is just wrong. There is no direct relation between the feed and messaging on Facebook. You can carry on doing that without the feed. Guess she sees it as her only sanction but I would guess one or both parties also requested it.
It suits all parties here to switch it off. The case is an embarrassment to the US and all the parties involved. That's why they wanted this out of court and arbitrated in the first place.
Truth will out here. There is extra context in the talking but most aof the evidence is in the documents and alot of that we have seen before anyway.
The level of pain the parties in this case have inflicted on people I hope has not been lost on them. But I suspect they actually don't care if they did we would not have had 2.5 years of silence from the chairman and CEO. The comment you should not gamble more than afford to lose etc is obviously true but really unhelpful - I'm sure everyone regrets investing anything in this company now and those who have lost hard feel that pain very acutely. Directors should run companies exercising their fiduciary duties to protect shareholders. Investing should not be gambling. This case is showing a serious problem in corporate governance and regulation.
No. Surprisingly all the raises were before the " Green moves". One of the puzzles again in spite of the problems they did not raise after feb 2018 right up to the delist. The Green activity was Apr, July and Oct 2018. Not reported in 2017 full year as post year end event or 2018 H1 interims unaudited.
The incorrectly reported interest with Outrider however went through 2016 and 2017 full year audits by PWC and unaudited 2018 half year.
Apr 2021 FIT conclude the liquidation of FRGC – award FEGL shares to Green.
Therefore between Apr 2020 and Apr 2021 FRC not in control of FRGC. But FRR still had FRR US in Georgia as an entity but no interest in the PSA as GOGC had still not approved transfer – so per FRR with FRR US but per Georgians with GRGC controlled by FTI.
Note as at Apr 2019 Green claim has gone above FRR US and Outrider. Zaza signed the transfers and must have known by Apr 2019 they had failed to complete the Green oil contract. The FRR US transfer leaving 5% to Outrider and FTI would not have satisfied Green who by then could claim the PSA in full. We do not know what amounts were remitted by Green.
May 2017 Outrider security through FRCC to FRGC
Apr 2018 Hope proposes winding up. Zaza proposes $5m funding secured. Zaza completes oil sale with Green $5m -
unsecured. T45 flows and UD2 drilling coming up short of volume and inability to sell oil through Batumi.
June 2018 2017 Full year accounts and audit by PWC. Incorrect representation of Outrider interest and no mention of
Green. Ya preference shares sale restructured to reduce payment.
July 2018 Zaza amends Green oil sale – not sure if adds security default clause here. Security added at FRGC level
closer to asset than Outrider claim. T39 flows 329 bopd.
Sept 2018 FRR default loan interest with Outrider. Last set of interim 2018 H1 accounts – no mention of Green or Outrider
interest. YA attempt to bail out with massive short before the default known. 2 majors with MOU RNS
Oct 2018 FRR start Cayman fiduciary claim against Outrider/Hope and seek injunction over security.
Oct 2018 FRR amend Green oil sale a 2nd time increase to $10m.
Nov/Dec 2018 FRR announce New York fund as potential funder. Cayman court papers reveal Outrider security and interest arrangements resulting in delist of FRR from AIM as Nomad resigns.
Mar 2019 Green oil sale final month –contract not fulfilled. Cayman injunction lifts and case switches to California.
Apr 2019 Hope resigns. FRR start attempt to transfer to FRR US (note already technically in default to both Green and Outrider). Zaza signs transfer documents for FRR US. FTI brought in by Hope to enforce security. GOGC refuse transfer under section 27.3 due to lack of fund and technical prove.
Apr 2019 GOGC reject transfer and add to arbitration.
Q4 2019 FRR try and settle arbitration without going to Court – offer no defence. FTI become aware of Green security interest and potential links to Zaza. FRR try to get new funder in again- Zaza allegedly not helpful in effort.
Mar2020 arbitration rules against FRR. FTI up to this point had left FRGC alone and not interfered. FRR begin aggressive lobby to retain license. Covid force majueure declared by FRR.
Aug 2020 Zaza dismissed by FRR. Oil sales in period resumed. Prior Steve sends Zaza money from Covid reliefs prior to this date.
Mar 2021 FTI complete liquidation of FRGC and hand PSA to Green who fight to register transfer in court where Zaza represents FRGC. GOGC/SAOG initially approve transfer of PSA to Green no finance or technical submission evident (double standard). Then GOGC/SAOG start to challenge in court to block.
I suspect FRGC was being run by FTI after Apr 2020. Between Apr and Aug Zaza must have been working with 2 hats on – CEO of FRC (FRR controlled) and General Manager of FRGC (FTI controlled) and FEGL (FTI contolled). All along Green continued to gradually enforce the addendum to the Oil sales contract awarding them Block 12.
Oopsi what assignment. That meeting was obsessed with the Mou and majors possible deal that was the dangled carrot. Yet just over a week later they sign the Green assignment.
I don't even recall the interest or the default being discussed.
The FRR US assignment was April 2019 but the green one in the addendum was Oct 2018. As zaza signed both where are you thinking on it. By march 2019 he knew they had not met the contract and so the addendum came into force but still signed the FRR us transfer. Is that where your going?
Shatner you never ever default on secured loans. Period. The Green capital transactions and the interest arrangement on Outrider have occurred and not been disclosed to anyone and neither had the true nature of the arbitration. Those two pieces of information change everything in the absense of a plan to fund or bring in a partner. This has still delivered a large loss that I am seriously not pleased about. I want an explanation how Green got the asset for next to nothing.
Puddy will tell you I was concerned at the final meeting in Oct 2018 as I could not reconcile some of the items in the accounts. The items were not broken down in the unaudited half year accounts to explain what was happening.
Lets see how this cross examination plays out. Needless to say its not something I ever expected to be up at 1am watching.
Dulwich Service companies is the norm - wholly owned by the main company. This is a non issue - I hope the FRR lawyers know what they are doing here. They are talking about the issue of nominee holders and Dulwich we stopped paying the registrar before this FRR US event - so the ultimate owners of the shares would indeed not be easy to establish! The only interesting bit was the register even considering nominees is about 2000 strong. In other words the shares are clearly largely owned by PI London AIM investors like us.
Unless those companies received cash from oil sales they are a red herring. If you go on registry you will see FRR have other local company as a proxy for foreign entity. He is basically saying the FRR US Georgian entity was set up as part of the attempt to execute the FRR Us transfer. That makes sense to me.
The general line of linking family and friends together still has not quite overcome the circumstantial nature of the evidence presented so far. That's my view.
What however is breathtaking to behold is the former CEO of FRR talking the way he is. The key bit and his line seems to be that FRR lost FRGC when (he) defaulted and has no entities in competition in Georgia. Oddly the last exchange proves FRR still has an FRR US shell albeit with no asset. At some point he has clearly started to work most likely for FTI in these entities I would argue in direct competition with FRR. He is drawing fine lines between his roles as CEO of the different entities. Steve and his legal team seem to be struggling with the reality of what has happened.
Zaza has been able to segway through the mess he and Steve created with the asset in the pocket of a long time friend. The conversation tonight shows that the 25th April emails from Steve Cayman submission were accurate and that Levan did the paperwork on this Green deal. Zaza then was economical with the truth in telling Hope they had sold oil - he does not seem to have told him about the real nature of the transaction.
The real unanswered question is where did Green get its funding and how much was put in to FRR and why is it not in the accounts or not disclosed. Its very cute - but so far we have not seen that kiler direct link. Someone asked earlier about the original $5m offer from Zaza. Yes it around same time. Same amount but different means of getting the money in and secured maybe.
I am concerned Zaza here has been alot closer to FTI than shareholders would like. He does have a duty in an insolvency situation to creditors but he seems at best conflicted here. Shareholders have every right here to be angry. The employment contract arguments may carry some weight but getting the asset back is another matter altogether.
Never knew Levan was that close to Zaza!
I've never been keen on this company paper chase through the registry around these companies. We will see where it goes but the FRR US company looks like it was a US subsidiary thing - thats not uncommon registering those sort of entities - he is saying Steve knew. The trading one is different. Again we knew that.
Zaza explanation makes sense to me.
Jonathan that was my assumption and most likely reason he appeared in court in March 2021. But someone posted from part of the case I missed other night he had been removed Dec 2020. If he was kept on all the way through he has worked with FTI to see the Green transition over FRR shareholders. He is playing games of convenience - the non transfer remains the issue.