Member Info for RKBeekeeper

AGM Part 4

What do I think will happen going forward?

Well we can’t do any placings at a discount as we are at our nominal value.

The loans have to be re-paid or converted into shares (at a premium as they have done exceedingly well over the years)

If there are no loans then the silly finance charges we have been paying over the years will be greatly reduced and this saving will come straight through to the bottom line.

Our accounts show an outstanding loan at year end of £381K to City & Claremont Capital Assets Ltd if charged at 15% would cost £57,150 but if this loan was repaid in shares at 0.2 and we had no loans then our company would be in profit. We would have to issue about 190,500,000 shares (assuming they are generous and forgo any interest due)

City & Claremont Capital Assets Ltd currently have about 215,231,176 shares worth about £215K on conversion above they would have about 434,306,176 shares and when our share price is 0.2 then their share holding would be worth about £868,612. This would result in a substantial increase in City & Claremont Capital Assets Ltd shares and loan currently about £596K to about £868K or an improvement of £272K. You have to question why City & Claremont Capital Assets Ltd has such a large shareholding and a massive loan that is weighing us down.

RKB

PS I have to give credit where credit is due.

Lance permitted all questions to be asked and were all answered (maybe not as we have liked but all answered) Even when it appeared that questions had finished on a particular subject and we were about to proceed to a vote and another shareholder wanted to ask a question it was allowed. At no time did it appear to me that the BoD were trying to rush the AGM or cut-off questions or prevent a particular being asked at an inappropriate moment.

Lance did not proceed to any vote until he was 100% sure that all questions were asked.

AGM Part 3

Resolution 3 approve the Auditors remuneration, not an issue and like the previous two resolutions all approved unanimously.

Resolutions 4 & 5 to re-elect Lance & Geoff. I said for the record it was poor Corporate Governance to have our only two directors up for re-election at the same time and going forward I did not want to see this again. It was noted. Both passed by all in room but some votes against (1,778,499)

Resolutions 6 & 7 as above but a little more against (2,278,499)

AGM formal business over and then more questions from the 5 shareholders present. I questioned about the director loans, the massive interest rate and in the past the interest being converted at a discount to the share price. I said that 15% was too expensive and it would be nice if greatly reduced and also converted at many multiple of current share price. Lance said no current shareholder loans and any loans had to be at commercial rates but I pointed out 15% was just too expensive. I laboured this point till the conversation moved on.

One shareholder asked who the spouse was related to and Lance said it was his spouse. Another shareholder said it all smacked of a cosy little set-up (my words but that is what he was basically saying) another shareholder asked about lack of transparency with several disclosures but I believe it is not advisable for me to post this as I may not make the point as forcibly as he did and he got his message over loud and clear. Earlier another shareholder talked about the invoice factoring and the cost and what could be done to reduce costs.

There were many other questions put to the BoD and answers were proffered but whither the shareholder who asked a particular question was answered fully satisfactory only they can answer that.

I went to the AGM to put my questions to them both and to let them know that they are stewards of our company and act at the behest of the shareholders.

In conclusion: I now know how many shareholders took the time to attend (very much appreciated) and how many shareholders (or shareholder) voted for or against any particular resolution. I also know how many votes will be required to call an EGM and if the 100 million shareholders mentioned above have the courage of their convictions can instigate change if they so wish.

RKB

AGM Part 2

After a show of hands the first resolution was passed unanimously and then Lance read out the number of proxy votes (over 230 million for, none against and none withheld)

Interesting point. Our Articles of Association (AoA) state that after a resolution vote is called it is decided on a show of hands. Only if five shareholders present call for a vote can proxy votes be counted. Lance did not have to read out the proxy votes but he did, why? Sending a clear signal that he knew I did not have more than 230 million votes. Now that is where the 100 million votes above could have been a game changer) There was a reason why I had my votes and four proxies as I could have attempted to call for a poll (I technically had 5 hands not one and I could have on any vote used one proxy against or withheld just to get my 5 hands (votes) counted.

The Auditors were not present and I said that was unfortunate as I had a major concern about one aspect of the Auditing. I don’t know if it was before this or just after but there was some strong words from myself about Lance being up for re-election and he seemed unconcerned (he felt he would be re-elected) Well we now know his and Geoff’s re-election was never going to fail with over 230 million votes secured.

I asked if there was a copy of AoA as I believed there was a potential Auditor Breach of the AoA. This particular article says we can’t pay anymore than £100K to the Directors and our full detailed accounts on our fantastic website says we have paid £121K and £60K in total £181K in Directors emoluments. Our £81K too much.

While they were looking for AoA and checking if they had been amended a person present, whom I had to ask who he was (solicitor) said that my figures also contained salary. Even if it did contain salary the accounts do not indicate that and there is a lack of information and transparency and that would have to change. It also appears that the AoA were amended and the £100K was increased to £250K but if there is no record or RNS of this change readily available then I can only question the BoD (and the Auditors) on what is currently on our website.

RKB

AGM Part 1

There were four private shareholders at the beginning of the AGM, one other shareholder who was on the day an employee of the company and one shareholder who arrived late.

I informed the Registrar that a friend was running late and they made arrangements for them to join when they arrived. Tick

AGM starts right on 10am and BoD introduced themselves and formal proceedings began.

Normally no private shareholders attend so what would happen then is what I call a rubber stamp job. But as BoD are given advance notice of proxies they knew a few private shareholders would be attending.

On this B.B. I believe a summary of concerns would be, lack of profits, share-holder loans (never ending) loans at 10% to 15%, related party transactions and connected parties and an abysmal share price. Positives would be, increasing recurring revenue, prestigious clients and gross profits of close on 50% of revenue. Biggest concern could then be why with our high margins is it that we make recurring losses? There will be other positives and negatives but it is my brief summary.

Lance attempted to read the first resolution and said he would take questions at the end of the seven resolutions. I objected. I pointed out that if I believed there was an error in the accounts, how I could vote for this resolution before discussing my concerns. I was then permitted to ask my questions relating to the accounts.

I first wanted a phrase that was in the Chairman's Statement explained in plain English and Geoff gave a good response. I said I was not happy that the Accounts issued via LSE were abbreviated and that to get all the information I had to wait till they were published on our Website.

At this point I said that as far as I was concerned, our Website is the best on the Market and that it should be promoted more.

I also said I did not like the full 70 odd pages of the Annual Accounts were not numbered and it was agreed that this was an error with the PDF file. I asked Lance if going forward that the full 70 page accounts could be released on LSE and he said he would look into it. I strongly objected to his answer. He said several times he would look into it and I pointed out that he could commit to it if he wanted to. I forcibly pointed out that by RNS the smaller abbreviated accounts with no details of related party transactions and that you have to go looking on our Website that it just was not good enough. I hope he got the message.

RKB

PS there were some strong exchanges between myself and Lance and I said that I was not wanting to influence any of the other shareholders present but that to my knowledge when the results of AGMs were RSN’d that they only said all resolutions passed but not unanimously and my goal was that today it would say unanimous.

Pre AGM

I was at the AGM on Tuesday. (18/09/18)

Before I went I secured proxy votes not only for myself but two members of my family and two close friends.
I was aware that several private investors were intending to attend the AGM and if they could not attend they were going to appoint a proxy in their place. I did not seek their proxy and advised them to request from their broker their paper-work to enable them to attend.

I believe two substantial shareholders (combined about 100 million shares) were either going to attend or have a friend to represent them. Even with advance notice of the AGM neither attended or had the appropriate paper-work arranged in advance or personal circumstances meant they were not able (or not willing to attend)

Sometimes on B.B. or social media private investors inflate their shareholdings. Only they know why they do this and we can only speculate why they profess to have substantially more shares than they do.

If your broker charges a fee for the paperwork and you have say 50 million shares then in my opinion £25 is a fee that could be worth paying (I paid over £600 for flights and hotel, so I could attend and see a West End Show)
Posters on various B.B often say it is a waste of time attending AGMs as nothing changes. Well I know how many votes I had in advance of the AGM

RKB

Good afternoon Rocka999

I believe there will be nothing posted by anyone on this B.B. that will alter your view of OUR Company and I do not filter anyone unless they are constantly making violent threats to myself (usually via email) I respect your point of view and I may or may not agree with everything you say but if you have a point you feel you have to make then I respect that.

Only Lance, Geoff and myself will know what has been discussed between us (if anything) and when I seek answers I am often successful.

I am going to repost my AGM Posts and if possible I would request a ten minute window to complete my 4 AGM Posts.

RKB

Good afternoon Oilgasgold

Engage Technology Partners

I was re-reading the BB and I obviously missed your Post from last Tuesday about the Engage Article (the tie up with Jumio not the other one)

I was doing my own research and I came across a similar article but a lot more detail and some stuff on Engage Technology Partners Ltd which I quote below.

“About Engage Technology Partners

Engage Technology Partners Ltd. provide an innovative cloud-based platform that makes finding, hiring and paying contractors a whole lot simpler for everyone. Engage is the only platform that lets worker, hirers and agencies collaborate from vacancy to paid. With back office processes such as registration, compliance, time & attendance and payroll fully automated and integrated, recruiters get more time to focus on business development and resourcing the best candidates.

Hirers enjoy full visibility of recruitment spend throughout the supply chain, cost reduction, improved coordination with agencies, better compliance and a happier workforce. Based in London, Engage was founded in 2013 by a management team with extensive experience in recruitment, finance and technology. Engage can be used in any sector but has a particularly strong client base in industries with a large contingent workforce: construction, facilities management, hospitality, healthcare and IT. The Engage platform is used by workers in UK, Europe and the U.S.”.

I still am convinced that this one investment is worth more than our currnent market capt (time will tell)

As always DYOR as there are a few on most BB who want a lower buy-in or are just bitter and not Fully Engaged.

RKB

https://www.engagetech.com/

https://pressreleases.responsesource.com/news/96459/jumio-and-engage-technology-partners-join-forces-to-automate-right/

Todays Interim Results

Vast improvement.

I was at the AGM in September and some may say I gave the BoD a hard time, I would say I was a concerned shareholder who was looking for answers and improvements.

I pointed out that a well run Company should not take almost three months to present a six monthly un-audited report (because all the information is available to the management team and does not have to be scrutinised by Auditors)

So credit to Lance for producing our Interim Results within 5 weeks.

Last year we showed a loss of £149K and this year a profit of £90K so it would appear that we have turned around and hopefully this will continue.

I also voiced my irritation at the loan(s) that we have to run OUR Company. I was not happy at the extortionate interest being charged and made some suggestions.

If the loan was to be converted into shares at a Premium then that would have several positive effects for OUR Company. We would no longer be paying £56K in excessive interest and this would filter through to our bottom line and increase our overall profit.

With no debt and increased profits the Market may be inclined to take a closer look at OUR Company.

We have an excellent product, a fantastic web-site and the only thing now missing is to jettison the loan(s) once and for all.

RKB

PS Lance could have delayed the Interim Results for another 7 weeks and within that period all the outstanding cash would have been received and all he would have had to say was “after period end cash from an overdue invoice of €130,000 had all been received”. This would have avoided some of today’s negative comments about cash balances but would have delayed the positive news that we are now in profit. Lance can’t win but we will in the end.

Good afternoon Ajbennett

There are many shareholders in Engage. From Companies House (see link below) you can see that shares are still being issued in September at £22.

I personally do not think that any other shareholder who will go for a buy-out.

You have to understand the shareholder list and how it changes over time and who is exactly on the shareholder list. Often it is difficult to know the true owners of the shares. If you do the in-depth research that I do, you keep seeing similar names on Companies House. You also have to know who actually works for Engage and how many (if any) shares they have. You also have to try and work out what is happening (controls!) the A shares and then you will have a better understanding as to why it will be an IPO and at three or four times our buy-in price.

PRIM have 49,395 which on paper are worth £22 each or £1,086,690 and we own 3.95% of the ordinary shares.

There are four other ordinary shareholders with larger holdings than ours.

Stm Life Assurance PCC Plc 334,528
Howard Hughes 94,256
Pershing Nominees Ltd A/c CCLT 90,335
Ship Shape Resources Ltd 216,667

RKB

https://beta.companieshouse.gov.uk/company/08926632/filing-history

Chess Part 2

FG began a series of moves with the Euro Zero Coupon Bond Holders also in late 2015. FG began in November 2015 and had agreement at the end of the year to extend the maternity date for 2 years to Dec 2017 and also reduce the rate from 9.5% to 7%. FG was far from finished with the Euro Bonds. Several moves later in Nov & Dec 2016 FG manages to get Euro Bond maturity date moved again to Dec 2018 and also the rate from 7% to 1%. But FG was not finished positioning the Euro Bonds just yet and in 2018 he agreed to move the maturity date yet again from 2018 to 2022 and amend the 15p conversion price to between 125% and 500% of a 10 day average.

When you re-play the moves and see that when FG began his strategic moves beginning in Summer 2015 he has managed to reduce the Euro Bonds from 9.5% to 1% and saving the Company a lot of money. How much money has he saved? Using simple compound interest it is about €895,540 or basically almost €1 million. (2016 160K 2017 164K & 2018 572K)

Now who gains from Clear Leisure not having to pay out so much interest? Who will convert their Bonds soon? When will Ondaland be settled? When will Tim Cooke settle? When is Christmas?

RKB

Chess Part 1

We often talk of Clear Leisure being a game of chess and it is.

You have to look at THE BOARD a few years ago when FG came back as CEO and Executive Chairman in 2015 (King & Queen combined make a formidable combination)

There was a strategic move made at the 2015 AGM (see RNS 27/07/15) where 56,532,853 votes were not voted for resolution 2 but were discretionary. What many do not know is that A Villa was not at that AGM.

Now if you understand how the game of Chess is played then you will be aware that the object of the game is to out manoeuvre your opponent. Well FG did that and it was game over for A Villa and he knew it as it all came down to the votes.

If you look at the 2014 Annual Report and look at the Major Shareholders, it says as at 26/06/15 Eufingest had 26.9% of the shares or 56,500,000. From the 2015 Annual Report Eufingest still have the same number of shares. No one will ever know if the discretionary shares of 56,532,853 included Eufingest shares but I am 100% convinced that Eufingest were instrumental in moving this game of chess forward with their oversight.

So if you are following this game and understand the rules you now know who is “The King Maker”.

This has been in full view for all to observe with their continued support over the years and in particular since FG began to move the pieces around.

FG said in the Half Yearly Report (RNS 30/09/15) “The Board is also investigating the directors, members of the internal audit committees and the advisers who provided valuations prior to the investments in certain portfolio companies, in order to establish whether any negligence or wrongdoings were involved both in the management of the companies and the due diligence of the investments.”

FG began to tidy things up and first moved two Eufingest loans to the end of 2015 and on 31/12/15 agreed with Eufingest to make the loans convertible and only charged interest of 2.5%. (There are not many AIM companies who have a Grandmaster only charging 2.5%, but maybe you can see why they are not charging silly rates of interest)

RKB

Morning Nigel

Thank you (and a few others for their support) It would appear that admin have been doing their job but cant understand why your Post was removed!

I was back last week (from holiday) but there was nothing of note worth Posting about.

I am still holding (not traded contrary to what some are saying) all my free ride shares (over 3 million) and my limit orders do not kick-in until the share price is excess of 100% of the current low share price. My first three limit orders are all for 50,000 shares and the price increases by 13.33% on each limit, then I gradually reduce from 50K to 48K right down to 15K and if any of my limit orders are triggered then each will net me about £1K after charges. If all 28 limits are triggered I will have only sold 793,000 or about 26.43% of my holding.

Posters will know from my Posts last year, on the morning of the day we were suspended I carried out 47 trades (sells) I could have sold more as Market Makers wanted more but I wanted to take all my original investment off the table (and I did) I was not greedy (like some others) and did not dump millions as I have always believed you need to leave something for the next one.

Because there are several Posters who only attack and are basically greedy, I try to limit my Posts. I did Post about the information on Companies House about shares being issued at 4p (the 7% Bond Holders, the last two being forced out) It was not me who confused the Euro Bonds and the 7% Bonds. I also try to correct Posters whenever the wrong value is attributed to the Euro Bonds.

There will be a large amount of the Euro Bonds converted at 80% discount to their original value and my understanding is that most will convert. Even if it was only Eufingest who converted then the reduction on their €3 million Bonds is €2.4 million. But many more will convert and we do not have sufficient nominal capital available but I am sure FG will be calling an EGM to approve an increase.

There has been debate that some Bond Holders will not convert and will hold out. What some may not be aware of is that after Eufingest convert and we have a minimum of €2.4 million less debt that our share price will increase. It does not matter to me how much it increases but for Bond Holders it further destroys their Investment.

As an example: €1 million of Bonds at present have been offered conversion about 3.76p which would get them about 23.6 million shares. If our share price was to increase only to 1p after Eufingest Bonds are converted and there is €2.4 million less debt then the Bond Holders who delay will be forced to convert at 5p and will only receive about 17.7 million shares.

RKB

PS I still research Clear Leisure as there is always something that you can find that assists you with confirmation of why you invested originally.

Nigel if you still have my email can you contact me please?

You are definitely wrong

If you had gone to the AGM you would have had the opportunity to talk to the BoD but you did not.

I aim to go to as many AGM’s as possible and if required I hold the BoD to account. I have no issues at all with our BoD or their investment decisions or the directions they are taking our company. I also talk and communicate with Directors of every investment that I am involved in and at all times Primorus BoD have been true gentlemen at all times.

I believe that when there have been several IPO’s then true value will materialise. You will learn this eventually (will you never ever learn?)

RKB

Clear Leisure 2017 LTD

From Companies House document lodged 4th October 2018

Profits before taxation €1,868,068

RKB

Good Morning Jonnyg

I agree with you on this one and not with the one who appears bitter.

There is more to this investment in Zuuse Pty if you take a step back.

We obviously had spare cash from our Horse Hill divestment (the £375K) and our BoD in my opinion have made a wise decision where to park this money, or some of it.

Personally I don’t like 12% as it implies risk (the higher the % the higher the risk) but by having an option over about 0.08% of the shares in Zuuse Pty is the extra guarantee for me.

The one who is bitter has not thought this investment through. From their Posting history they are invested in several other shares. If they believe their investments in their other shares are potentially profitable would he / she not tell their friends? Or put it another way, if the bitter one had put in say about £935K as AC has done (and obviously believes in Zuuse Pty) would he / she not tell their friends? Or would he / she just be greedy like most bitter Posters and keep it all for them?

RKB

PS By committing our £272K for twelve months clearly indicates to me that the BoD have no immediate need for this spare cash and as we have no debt of any shape or form then it could indicate as I said yesterday that IPO’s will transpire and increase our Market Capt.

Lack of Management Oversight

If you look at the main business and from last year’s results they were trading from 152 stores and revenues of £84.3 million (total revenue was £114.2 million) This would generate on average from each store about £554K a year and about £10,665 per week.

A good financial team would gather up the money at a minimum each week and produce a weekly / monthly report as to gross takings. Head Office may request remittance of all or most of the money.

Head Office should have known exactly how much was in the Bank accounts each day / week / month and allocated some of the money for payment of suppliers and wages etc. At any given point the BoD should have been able to look at each store to see if they were on target, over or under budget.

When you have a cash generative business as CAKE does then there would be a lot of cash in their accounts and at a minimum I would have expected the BoD to know the exact cash-flow and how much extra or surplus cash was in their Bank Accounts and if it was substantially more than the business requirements then you either re-invest the money in the business or return to shareholders (or if you had known debt then repay debt)

If you have an overdraft there is normally a fee to pay to arrange and then there are monthly charges which can be 2% a month. On £9.7 million that would be about £194K a month, who did not notice money going out?

RKB

PS In a company that I am invested in, I took the BoD to task along with LSE, Nomad, Auditor and the professional body that regulates the Auditor and the end result was their accounts had to be re-written, RNS issued to say accounts amended and Companies House also had to be informed.

This charge was in place for 12 years and when was it repaid? Why was it repaid before the Wednesday?

RKB

Research Part 2

When investing I use many tools for my research and now as a result of your miss-fortune I have a new tool.

I used to be a Mortgage Broker and before I could even begin to arrange a mortgage I had to check the HMRC web-site for the Designated Persons List (people subject to financial sanctions) well there is another web-site for private investors.

You were informed in RNS 10/10/18 at 13:53 that Stonebeach Ltd had a winding up petition was filed at the High Court of Justice on 14 September 2018 and that this was advertised in the London Gazette on 5 October 2018.

Now if someone in your finance department was tasked to check the London Gazette daily not only for Stonebeach Ltd but other companies you are associated with then it is possible that your Company would have been able to have addressed the situation sooner and maybe prevented some funds disappearing (assuming they have disappeared)

I am now registered with the London Gazette and I can check on any individual or Company daily if I want to (service is free) So let us assume you were registered with the London Gazette and on the 5 October you seen that Stonebeach Ltd had been listed for not paying HMRC £1.14 million, what would you have done? Top-sliced? Contacted the Company? Ignored it?

We all know you can make a lot of money on AIM and the reverse is also true. Information is key and if you possess the information before others you may have an advantage.

Who had information last Tuesday, who had an advantage? Who managed to protect their investment?

As always, do your own research as it can preserve your investment.

RKB

https://www.thegazette.co.uk/notice/3124731

Research Part 1

I am not invested in your Company and I am disappointed that you have had to have such a large discounted placing. Many investors will be wondering how it transpired that a large cash balance becomes a large overdraft and if anything could have been done to prevent your Finance Director, Christopher David Marsh being suspended.

I can use your Company to learn lessons for myself going forward.

I have read all the recent RNSs and went back a few to see if there was any inclination as to what transpired last Wednesday.

Posters who know me are aware that I do extensive research and one valuable place is Companies House as I receive alerts when there are new documents lodged there and sometimes you get to see a document that informs you of a first notice of strike off.

When I see a first notice of strike off, I contact the Company (or the Company that holds an investment within this Company) and ask if they are aware of the situation at Companies House.

Now when I look at Companies House there was a document filed on 11th October 2018 that satisfied the Debenture that was created in 2006. I do not know much about the background of this Debenture but a LTH may know the intimate details.

So you have to ask the question why did Risk Capital Partners along with the two Scalzo brothers get their mortgage re-paid on the Tuesday? Then you guys find out on the Wednesday that your investment is suspended and later in the week you see a placing at £0.50 when you were trading at over £4.20?

My interpretation is that this mortgage / charge was repaid on the Tuesday just in case it was even worse than it turned out to be. How much was repaid? Where did the funds come from when there was an overdraft?

RKB

Current Value £5,881,354 Market Capt £2.94 Million

I do not post much now as no matter where I post I am accused by ill-informed Posters of ramping (this would appear to be the opposite of their de-ramping, but they do not like what I Post)

I am in communication with various people (could be Posters, BoD or private investors like myself, whom I trust and who do not go onto Twatter and post un-truths)

From the Interims of the 30/06/18 we were informed we had cash of £274K and total investments of £4,940,000 so this would make all our investments worth about £4,666,000.

I use my own calculations of what I believe is a more up-to-date valuation of our investments using various tools and obviously Companies House (which any serious investor would monitor on a daily basis)

I calculate our investments were worth about £4,023,117 after removing a sum for Horse Hill. We know we received cash of £375K and just over 63 million UKOG shares.

Taking UKOG at 1.9p last Friday this would make these shares worth about £1.2 million. Ignoring any change in our cash balance (it will be down due to day-to-day running costs) then cash balance would be about £649K and our investments about £5,232,354. I have used 0.42p for Alba and 2p for Solo (last Friday)

In total cash and investments I calculate to be worth about £5,881,354 or £941,354 more than at 30th June 2018. (do not forget to deduct some cash to cover company expenses)

Looking forward we can expect an IPO now in the next two months for Sport: 80

An IPO in Q1 2019 for Weshop

An IPO maybe in Q1 2019 for SOA Energy if things go well.

An IPO in 2019 for Engage which will I believe will be about 2 to 3 times our original investment of £1,150,000.

There are many positives for Primorus Investments that are there if you do your own research.

RKB