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The only significant II apart from Gatemore is Hargreave Hale (Marlborough), who own c20%, and whose investment philosophy seems to be long term commitment, whether listed or unlisted. However, there could be half a dozen others, like Schroders, just under the 3% threshold, which would get us close to the 30% figure assumed for shares requiring redemption.

Certainly, the idea of taking the company private would need to be sold to these other IIs. I suppose management would argue that DX would flourish as a private company, relieved of AIM's red tape, but they would also need to set out specific and credible proposals to turn around Express, for example. The latest financials, which we haven't seen, may also be particularly encouraging.

"17m" should be "170m" of course

Ports - “I can only imagine the funding comes from within the existing set up”. I totally agree for the reasons you’ve given.

As a back-of-envelope calculation:

574m shares in issue; % that need paying off, say 30% = c17m shares, at say 30p = c£50m required.
Nearly £30m was raised by Gatemore £16m, Hargreave Hale £8m, Directors £5m, when the company was on the verge of insolvency in 2017. Other IIs may also be prepared to chip in this time.
The company has net cash, which was £17m at June 21, though really only £11m after £6m Covid deferrals, but it will have since increased by current year cash flow.
The company has a £20.0 million invoice discounting facility (undrawn at 30.6.21).
Capex can be financed from ongoing cash flow.

It might not be easy, but £50m doesn’t look impossible to find from the company’s existing resources and sources of funding.

ATPM - as Churchill said, “When the facts change I change my mind”. What’s changed here is that the silence has become absolutely deafening, which is why my money is now on a take-private transaction in which the PIs are paid off for “fair value”. Determining that value, and putting together the finance (new equity?), is what’s taking the time probably.

Don't bother with investor relations - they know nothing. DX is already in de facto private company mode, it seems.

Yes, the failure to publish interims is one thing, but not having the courtesy to tell us why, shows an almost contemptuous disregard of the listing rules. Maybe they really have had a rush of blood to the head and given up on AIM, in which case all bets are off.

Yes, it's unalloyed good news...

Interesting discussion about DX Express. Unfortunately we don’t have the benefit of the interims, but Express is supposedly in the process of being turned around. If it can be, the suspension price of 30p will look cheap. So if management are confident of a turnaround, now would be the perfect time from their perspective to take the company “private” (i.e. make it an unlisted company owned by institutions and employees), and pay off the PIs relatively cheaply (e.g. at 30p, as a first approximation to fair value). To me, this would increase the likelihood of their using the suspension as an excuse to take the company private (not that it would resolve the audit issue - except in relation to AIM - but that would no longer be our concern!).

Ports: "I think getting the extra 10% -15% [shareholder votes for a voluntary delist] would be relatively easy".

Yes, and even easier if they bribe the PIs with 30p per share! If winning the vote means that much to them, maybe they will, if they can find the money to do it.

FJ - not really sure who was encouraging whom, but the bottom line is that extensive employee involvement through share options, or as shareholders, will need to be factored in to any proposed action by the company.

ATPM - if I were a DX employee with share options, I certainly would be worried. For example:

How would my future entitlements to shares under the existing schemes be determined without a SP?

How would I be able to sell shares to which I'm already entitled, or will become entitled under any future scheme, without a listing?

Ports – to answer your points:

“Things are often never as good as when seemingly good news is released”.
Yes, but in DX’s case there is no evidence of anything wrong with its financial performance, i.e. no accounting irregularities. The company have repeatedly stressed this, and since becoming insiders, Gatemore have also confirmed this, while GT have not alleged that there were any accounting irregularities either.
If, for example, a material overstatement of profits were to come out, they’d have to issue an RNS straightaway, whereas all we’ve had is a depot opening RNS indicating “business as usual”. There were also significant directors’ purchases following the SP collapse in November, suggesting no major concerns.

“The corporate governance issue has been going on for well over 9 months”.
In reality it has only been going on for 2.5 months, because it had a false start: initially it wasn’t taken seriously enough, hence the resignation of the two NEDs on the Audit Committee probably.
It's difficult to comment further without knowing the exact nature of the issue. It could be a devil of a job to unravel for all we know, even more so with the passage of time and without the assistance of the directors who were most involved (the two NEDs and the HR Director?).

“No news on the auditor, no rebuttal of GT’s allegations” [and, I might add, no new NEDs appointed, no Audit Committee appointed, no news on the expected date of completion of the accounts/lifting of the suspension].
These matters are interdependent to a greater or lesser extent, so they can’t really be communicated until they can all be communicated. In particular, given the seriousness of GT’s allegations, I wouldn’t expect the dispute between DX and GT to be quick to resolve, furthermore GT may be dragging their feet when responding to DX’s defence, for all we know.

“No interims”
This was disappointing, but perhaps they didn’t want to issue them without being able to deal with all the other outstanding matters at the same time. At least no sanction from AIM is applicable, because the company is already suspended.

“A voluntary delist is far more probable than a forced delist”.
As things stand, I can’t see 75% of shareholders voting for a voluntary delist.

ATPM - a delist wouldn't get them out of having to urgently find an auditor and produce audited accounts, which I'm sure will be their main or only concern right now. And as I've said before, a delist at this time would screw up the employee share incentive schemes which depend on there being a quoted SP.

Even if unlisted, there's plenty of value in the business which could be realised via a sale.

DX said in December that the “Review of Growth Strategy & Capital Allocation…will only be capable of being concluded once the Group has published its 2021 audited Annual Report and Accounts”.

I’m sure they are 100% focussed on producing those accounts, and won’t even be thinking about M&A options at this stage, none of which will make the fundamental accounts issue go away. [Of course, this wouldn’t stop an opportunistic bid - from someone who can see past the governance issue to the underlying business - which at the right price would at least get shareholders off the hook, albeit not necessarily the management].

I hope - and believe - the governance issue is not fatal - e.g. despite GT’s serious allegations, the NOMAD is still onboard, as is the Chairman who is in charge of governance, and Gatemore who know more than most have played down the issue - and that it will not therefore get in the way of appointing an auditor once it’s fully explained to him. I suspect progress on the issue, and in disputing GT’s allegations, will have been affected by having to brief lawyers and await their carefully considered responses.

I believe there is still time to meet the accounts deadline of 30/6 - I wouldn’t say plenty, but enough - assuming the company gives the new auditor every possible assistance. However, if they can’t quite make the deadline, then provided there is demonstrable progress, I think they’ve a very good case for an extension, given the exceptional circumstance of GT’s sudden resignation so late in the day. Moreover, AIM’s raison d’etre is the protection of shareholders’ interests, and a precipitate delist of a viable company such as this, for which I believe there's no precedent, would run counter to that, so AIM will be in no hurry to pull the trigger.

I’m sure the company is acutely aware of the imperative to update the market ASAP, but even if they are close to resolving any particular aspect, I can see why they’d prefer to wait until they can make a definitive and comprehensive announcement.

I understand investors’ concerns and frustrations – it should never have come to this, it does seem to be dragging on, and we all hate uncertainty - but there is a lot at stake here for management, both financially and reputationally, and I therefore remain hopeful of the company managing to get the suspension lifted sooner or later.

Well done for calling the bottom (probably). I can see the shares at least going back through 150p-ish, where the directors bought recently.

KBYK - the loss of 0.8m is after IPO costs of £3.4m. The "true performance" is a profit of £2.6m.

Decent results despite 18 months of chip shortages, which in any case are expected to abate in Q3 2022.

Looks like the SP has bottomed. Probably waiting for SP to recover somewhat before launching an acquisition or two.

FJ - I honestly don’t know where we’ll be in 3 months time. It’s been like a disaster movie in slow motion, the worst aspect being the total information blackout, but there are also reasons to be hopeful, so perhaps there will be a happy ending. It’ll certainly be interesting!

Yes, in many respects it is DX’s Partygate, especially with all the dither, delay, and apparent cover-up.

Actually, we’ve been kept waiting so long, I’ve now got to breathing a sigh of relief when I check for RNSs and see nothing’s landed from DX - it means that I can carry on living in blissful ignorance!

However, management and institutional investors have far too much skin in the game to be throwing in the towel that easily, so maybe the news, when it arrives, won’t be as bad as feared.

FJ: to be honest, I think he’s hanging on by his finger nails, protected only by LD’s personal support/loyalty, and the fact that they can’t afford to lose any more directors at the moment, after the two NED resignations (hence my reference to the logic not being "foolproof").

But even those protections wouldn’t be much good to him if the underlying corporate governance problem is so horrendous that no auditor will even touch the company.

But if it is really that bad, it makes the positive 14/3 RNS look slightly ridiculous: why give out run-of-the-mill news of a depot opening while studiously ignoring something else far more significant and important to nervous shareholders? A question for Mr Meidar!

FJ: Thanks, I did log the word "voluntary", but if there were a forced (involuntary) delist, then if DX's reaction to that were to do an MBO, that would still be technically voluntary (require shareholder approval). I accept though that if it's the only way of getting out of a hole, an MBO would in a sense be involuntary, but exactly what hole would an MBO get them out of? They'll still need to find an auditor pdq, or risk potentially nasty consequences, including disqualification as directors.

An MBO would however get us PIs out of a hole - provided it happened at a decent enough price.

Re the corporate governance inquiry, believe it or not Gatemore said in their letter that they would “push for a resolution”! Perhaps it’s been more difficult to tie up all the loose ends after the sudden resignation of the two Audit Committee members? (Though they don't seem to have done very much!). However, the worry is that the issue may be much worse than previously indicated, and that it’s this that’s holding everything up (principally the appointment of an auditor).

However, if it’s that bad, you’d expect the Chairman, who is in charge of corporate governance, to resign. The fact he hasn’t is a good sign therefore (though not foolproof!).

Ports: “I don't think anyone would voluntarily take it private just after turnaround and just a they start making a reasonable profit.” I agree, which is why I don’t think there’ll be an MBO.

But you then go on to say “an MBO seems the best option”, even though that is a form of “taking it private”. So I’m confused!

What do you envisage would be the general form/mechanics of the MBO? For example, a new private company incorporated to acquire DX? And who do you envisage the new shareholders would be? And what would it cost to buy out existing shareholders, and where would the money come from? Maybe there is something I’m missing - it's been a long week...