Member Info for RKBeekeeper

PPS hypothetically if you have been renting a large piece of Land and not paying any rent at all would you be amenable to a request to lend assistance when required and maybe just maybe accept a small piece of Land for your co-operation?

RKB

Good afternoon Linandy1 and Crazy88

Temporarily

The reason why I use the word; temporarily, is because I honestly believe the Farmer will not retain ownership.

I have done extensive research on the Italian legal system (with the assistance of a few friends and my daughter is a solicitor) and just as in the UK, a Liquidator has basically one over-riding duty: To obtain as much as possible for the Creditors.

There have been various presidents in the UK and Italy where a Liquidator has failed to carry out their duties to the correct standard (and been fined, substantially)

We know CLP 2017 had a first charge and a request was made to the Court to have the Land assigned in exchange for the first charge. But this request was refused.

The Court also obtained an independent valuation of the Land and used this to force through the bankruptcy. Then for some unknown reason the Auctioneer decided to set a discount to an even lower price for the Land when it was being auctioned.

The Auctioneer made a serious error (in my opinion) by accepting the low value bid as this means (assuming it was to be legal and stands) that all the first charge that CLP 2017 has will not be satisfied in full.

As there was only one preferred creditor (CLP 2017) then all the unsecured creditors will be disadvantaged as there will be fewer funds available for them from any other assets that are being liquidated.

Simple Maths: CLP 2017 First Charge repaid in full by transferring Land means all other realised funds go to the unsecured creditors. If First Charge not repaid in full then the balance has to come to CLP 2017 from money the liquidator raises from further assets disposals (this disadvantages unsecured creditors)

You have to ask yourself why did the Liquidator / Auctioneer open a Pandoras Box? I know the Land was sold with all the Licences. I know FG was not in the least bit concerned about the outcome of the Auction (you will recall this was on the day of the AGM where the only two shareholders present were myself and SC)

Nobody will ever know if the reason why we had the liquidation was to kill the big court case for €39 million or whatever it was but I read the Annual Results in microscopic detail and FG alludes to, not pursuing certain litigation cases for valid operational and financial reasons.

RKB

PS by going to Italy and digging, yes digging around, you can find out stuff that is not in the public domain. Who grew the corn last year? Why has there never been any revenue from renting out the Land over the years? What arrangement, sorry, gentlemans agreement has been agreed when we get to the end game? I am not implying there has been anything underhand but you only find out stuff if you go and investigate.

PPS hypothetically if you have been renting a large piece of Land and not paying any rent at all would you be amenable to a request to lend assistance when required and maybe just maybe accept a small piece of Land fo

Our Interim Results

Good afternoon SillyBagger

Yes you are correct about our Interim Results, maybe not next week but certainly by the end of the month. What could they say?

I believe FG will allude to the Land appeal and his disappointment the Auctioneer permitted the Land to go into Auction below our First Charge amount and as such disadvantaged CLP 2017. FG will also hopefully say that no result as yet received from our Italian Lawyers but he remains positive.

There will be reiteration of the three placings which raised £1,250,000 along with the debt conversion of half our UK Private loan of about £223,214 and the repayment of the McBride outstanding interest of £91,722 and finally the payment of our share of the costs of 64Bit Ltd of £87,336 in shares.

You will also see a decrease in admin expenses. Another decrease in finance charges. Further decrease in borrowings. I could go on and on but there is no point as the day traders will pop in and pop out so we will all just have to wait till FG releases the Interim Results.

Posters on some BB say it is a waste of time going to AGMs as you don’t get any information that is not already in the public domain. This may be true (information has to be in the public domain or it is insider information) but you can get an idea of the trajectory a company is heading in and with even basic research you can have a slight advantage.

RKB

PS I am in London next week doing what I have to do to hold BoD to account but I am also in the process of arranging another trip back to Italy. I believe there is a Farmer who temporally has acquired a large piece of Land and I believe he does B&B and even provides his own locally produced food of meat, chesse etc and also wine (but I don’t think it is red)

If we are not going to get an update on the Land auction appeal I may as well go and find out myself.

Hello Countingcards

It would appear that a few people (investors!) have downloaded the files from your link.

From yesterday one file has gone from 50 downloads to 59.

Another file has gone from 23 downloads to 33.

But the really interesting file has gone from 22 downloads to 43.

I wonder how many Swiss nationals have downloaded the files?

RKB

Good afternoon KnightTrader

If you go on to our website, which in my opinion is the best website of any AIM that I am aware of and look under About / Investor Relations and scroll past the shareholdings and look for documents and you will see the Notice of the 2018 AGM.

Are you going?

http://www.mediazest.com/about/investor-relations/

RKB

Greg17

As there are at present 1,064,801 shares in issue (Ordinary and A) at a valuation of £100 million our 49,395 shares would be worth about £4,638,895 or £93.91 a share.

They would have to further sub-divide the shares, so if you keep an eye on Companies house and you see any documents lodged saying that the shares in issue are being sub-divided by say 10 then you would know that an IPO is getting closer.

RKB

Good afternoon Greg17

Before we can attempt to put a price on any IPO of Engage we first have to look at the shares and their structure / nominal value.

Originally the shares were £1 and there were 100 shares in issue at the beginning. These 100 shares had a value of £1 each and nominal capital of £100.

Then on 15/02/17 they change the 78,600 shares in issue at that time to A shares.

Then on 3/03/17 there is a sub-division of the shares. This is where they say the 100 shares (not the 78,600!) are sub-divided into 1 million shares of £0.0001. They say this is related to the passing of Resolution 3.

You need to read the 34 page Resolutions documentation carefully and under section 5 Share Capital: it says in sub section 5.3 that the directors can declare a different dividend for the ordinary and the A shares or can declare a dividend for the one type of shares but not the others. I believe that on any IPO that there will only be one class of shares.

Section 10 is interesting as it sets out what happens when someone wants to sell or transfer shares and this section details who can receive the shares. Basically not an issue with Ordinary shares but the A shares it appears the directors want the BoD to retain them (it would be wise to read this yourself) There is also stuff about drag along rights that is important and is worth reading.

It is only on 4/04/17 that you see how the shares are at 78,600. These 78,600 are now A shares and as there has been a subdivision of the original shares of 100 to 1 million and now there are 921,400 ordinary shares (78,600 + 921,400 = 1 million)

What does all this mumbo jumbo mean? Well Primorus Investments paid £15 and then £22 for their shares but the guys who hold the A shares paid buttons but their shares are worth £1,729,200. But to monetise their A shares they need the IPO more than other shareholders.

Possible IPO value? Well I would be looking at their accounts and turnover etc. Year to 31/05/16 basically nothing to work on. Year to 31/05/17 a bit more information, cash at bank £1,844,299 but not much to go on. The accounts to 31/05/18 will be several months away.

In conclusion on the information available there is no reasonable price anyone could place on an IPO the information is just not there. You could try and value Engage to a similar company but is there another one doing what they do?

RKB

Engage Technology Partners Ltd

Primorus Investments first invested in Engage one year ago. We invested £400K at £15 a share and received 26,666 shares. Then in March this year we invested a further £500K this time at £22 a share. This generated a paper profit of about £186,662.

Our directors bought before us on their own behalf, AC 1,320 shares and J T-F 1,000 shares. From Companies House you can calculate that J T-F has increased his shareholding by an additional 1,182 shares to 2,182.

One original shareholder also increased their holding by an additional 58,335 shares and recently there have been 11 new shareholders on the register with a total shareholding of 268,653 all at £22 which means they paid collectively £5,910,366 and when you add in Primorus that is £6,410,366 (ignoring J T-F £22,000 purchase)

It hopefully will not be long before we see the long awaited IPO for Engage Technology Partners Ltd.

RKB

Suspended Dream

Morning DShox

While you wait for confirmation of the Bond Holders agreement on Wednesday you could research
Suspended Dream: a document of 352 pages. Note the dates wherever you find them.

Cross reference some people-connections with one of our shareholders: An Idea Lives On Ltd.

There are other connections there to be found.

Back-tract to 27 October 2016 and the related party transaction and the dates of Suspended Dream document.

Additional Bond Information.

Coincidentally on 27 October 2016 we were informed that Eufingest held €3 million Euro Bonds and I have posted several times that Eufingest hold about €3,000,120 so it would appear they have not been buying up any Bonds over the past few years.

It stated in this RNS that when the terms of the Bonds were amended from 9.5% to 7% on 31/12/15 that the Bonds which could be converted at 15p would no longer be convertible. This explains why the Bond Holders agreed to reduce the interest rate to 7% as they believed they would no longer be forced to convert at 15p and would receive their money back on 15/12/17.

We subsequently were informed the Bonds had their interest rate reduced further to 1%. Now on Wednesday we will be informed that the Bonds are now going to be convertible at between 125% and 500%.

RKB

I assume you read some of my Posts from the AGM and you will be aware a Mr Simon Cawkwell spent a lot of time labouring the point on one question and eventually the AGM had to be drawn to a close as FG quite correctly would not disclose anything that was not already in the public domain.

By attending AGMs you are able to ask probing questions and I have often said it does not necessary mean you require an answer to the question as it depends how you phrase your question. Likewise if you are able to have a private conversation with any director whether it is CLP or whatever company, you can often be guided by that private conversation even though no insider information is provided.

Many years ago I worked with Fred Goodwin, I only ever had two meetings with him and on both occasions I was not impressed and on the second meeting because of me Fred Goodwin left the Bank. Fred said he resigned I know he did not and I know why he left.

Go to the AGM talk to the BoD and if you like what you are hearing then it will have been worth the effort.

RKB

Good Morning Toilet

I note from your previous Posts all but one is on MDZ and you appear to be aggrieved.

I am always at a loss when an investor Posts exclusively only on one share with nothing but negativity. I have to conclude that you have suffered a loss on MDZ and you are still bitter.

If you are a holder, are you going to the AGM?

If you are going to the AGM then you would be able to put your observations to the BoD.

I do thorough research; I check out Companies, I have been to Italy to look at their Italian assets. I have been to Guernsey to speak directly to BoD and have met with CEO for three hour breakfast meeting. I talk to Brokers, Nomads, Auditors and many others.

I have caused a Company to put out an RNS last year http://www.lse.co.uk/share-regulatory-news.asp?shareprice=CLP&ArticleCode=66eik8o0&ArticleHeadline=Response_to_Market_Rumours

By attending AGMs, having an intelligent conversation with Directors, CEO etc you can often obtain an insight into their thinking and what may be around the corner.

I wish you well and it would be interesting to know some of your successful investments as I am sure you have some. Let me know just one of your current successful investments and then I will be able to see your other ID.

RKB

Morning Tottyman

If you had attended the recent AGM you would not have finished your post with one word.

I have never been more confident in CLP and I believe that it will not be too long before the herd and the market wake up and realise what FG has achieved and is about to achieve over the coming months.

RKB

MDZ Research

I first invested in MDZ late last year and as Ian Hallett was buying I was selling and I was almost on a free ride.

I did think late last year that Ian Hallett was going to make a move after IWG takeover, but as we know he did not and appears to have a maximum of only 35,820,492 shares left after his latest notifiable sale.

We can all speculate why Ian Hallett has appeared to have left.

I have been performing a detailed forensic analysis of all RNS published since 6/02/12 and I am scrutinizing the past 6 or 7 years accounts. I believe finally the company is turning the corner and hopefully this will be confirmed at the interim stage.

We all probably assumed that Ian Hallett sold out at a substantial loss, but did he?

IH bought on 6 occasions on 27/11 29/11 01/12 06/12 07/12 & 15/12/17 and I estimate he bought at 0.12, 0.11, 0.12, 0.14,0.15 & 0.17. This would have cost about £359,406.

IH sold on 11/06, 21/08 & 23/08 and I estimate he sold at 0.11, 0.13 & 0.12. I have calculated his remaining 35.8 million shares at 0.10 and this works out that he has received about £290,341.

On paper it would look like IH has lost about £68,975 but has he?

If IH had obtained a better buy-in price of 10% his costs would have been about £323,466 and if he had received 10% more when he was selling he would have received about £319,474 so his paper loss could be as low as £3,992.

You may ask the question what does this mean? Why is it relevant?

Well Ian Hallett may not have suffered a loss of almost £69K and may have broken even but the point is Ian Hallett was not able to execute his goal at the present time even though he had 20% of the shares in issue at the time he built his stake.

Did Ian foresee that MDZ had turned the corner with increasing recurring revenue? Has Ian been offered an enhanced roll at IWG now that they are no longer in takeover mode?

I look forward to this years interims as they will be greatly improved from previous years.

RKB

PS IH unloaded over 212 million shares and there has been only one new investor on our share register, where have all the other 153 million shares gone in the past three months?

Morning Countingcards You are getting there. Take a step back when a few years ago and Eufingest had almost 30%. What did they own with their 30%? Look at the debt then and the debt that we have after Bonds exchanged for shares. Eufingest were always going to ensure that they extracted value and their shareholding going forward is going to be worth substantially more than a few years ago with almost no meaningful debt. RKB

Hello Countingcards & Rusty

I mean all Bondholders will receive in total about 66 million shares.

We know there are only about 120 million shares available over the next three years. We have to assume that FG will convert £30K each year and as we have not been advised that this years salary has been converted then there will be £120K worth of salary to convert.

Using only 1p that £120K would take up 12 million shares. Then as previously discussed below the €250K UK Private Investor loan would take another 8 million shares and then there are the BoDs warrants that is another 13 million shares. In total about 33 million shares so balance left for Bond Holders is now about 87 million.

If all 87 million shares were exchanged for the €6.9 million Bonds then that would work out at 7.93p (£6.9 million Bonds again using € = £ divided by 87 million shares = 7.93p or as I said many years ago 8p.

If it was to be only 66 million shares for Bond Holders then that would work out about 10.45p.

Since we were informed on 5th June 2018 about the Bond Holders meeting there has been some very insightful posting regarding the Bond Holders and Eufingest but still I am waiting for someone (anyone) to point out the obvious advantage for Eufingest and ultimately our company Clear Leisure.

RKB

PS Rusty I will try and reply to your post tomorrow as I am extremely busy with research (which I sometimes have to do when Mrs is not looking)

Hello DShox

Not 100% correct. Since authority to allocate shares was granted in May this year we have issued 79,289,270 shares so maximum FG can issue is 120,710,730 which as you correctly point out FG needs to hold some back for his salary sacrifice.

There is also the small UK Private investor of €250K which I am confident will be converted at not less than the previous €250K which I think was at 1.11p so that takes another 7,868,130.

I have calculated in the past that Bond Holders will get about 66 million and all my knowledge still points to this and this will allow FG headroom for a bit of cash raising till there is closure on either Ondaland / Sipiem or one of the many court cases.

Already the shares that Bond Holders could receive has decreased 3 million if the price today remains at 0.8 – 0.85.

What I believe is going to happen soon is that as the shareprice begins to increase the shares that can be issued to Bond Holders decreases and then it is like a Newtons Cradle.

Newton’s cradle is a device that demonstrates conservation of momentum and energy using a series of swinging spheres. When one sphere at the end is lifted and released, it strikes the stationary spheres, transmitting a force through the stationary spheres that pushes the last sphere upward (Wikipedia)

RKB

Amendment:

If the Bonds were to convert today (they cannot, as meeting has still to be held) but as an example of what would happen is at the 3.73p conversion then using €6.9 million = £6.9 million (to allow for interest due and to be conservative on the Euro Versus GBP exchange rate) then CLP would have to issue about 184,986,595 shares.

RKB

Bonds

As we all know there will be a second Bond Holders meeting on 12th September 2018 where it will be agreed that the terms of the Bonds will be amended to convert at between 125% and 500% of the mid market price in the 10 days prior to conversion.

There are €6.9 million of Bonds outstanding.

Currently the 10 day average is 0.746 (Hargreaves Lansdown as at 31/08/18) 125% = 0.933 and 500% = 3.73p.

If the Bonds were to convert today (they cannot, as meeting has still to be held) but as an example of what would happen is at the 3.73p conversion then using €6.9 million = £6.9 million (to allow for interest due and to be conservative on the Euro Versus GBP exchange rate) then CLP would have to issue about 168,169,632 shares.

If you look at the placings this year there have been 6. Raising in total gross about £1,652,273. The shares issued in the 6 placings were 202,801,176.

If you had followed closely the Resolutions for the General Meeting on the 17th May 2018 you would be aware (as the Bond Holders were made aware of) that Clear Leisure have been given permission that lasts not one year but three years to issue up to 200 million shares.

This special resolution was extra special (in my opinion) as normally the authority to grant shares lasts only for one year or until the next AGM or a maximum of 15 months but FG sent a clear signal to the Bond Holders that he only has the authority for 200 million shares to be issued and he is utilizing that authority (six times so far this year) The longer the Bond Holders wait the less shares there are available for them.

If you look at only two of the six share issues this year (26/01/18 and 23/05/18) where FG raised £350,000 and £600,000 total £950K and he only issued 121,491,224 shares. FG cant issue more than 120 million shares (he requires some for his salary sacrifice)

In conclusion: At present Bonds if converted at 3.73p would require over 185 million shares and we know FG does not have that amount of shares to issue. If you do the maths the minimum the Bond Holders can convert at is 5.75p (£6.9 million divided by 120 million) in reality it has to be substantially higher than 5.75p.
RKB

PS when you think about our company post Bond Holder debt of €6.9 million removed from our balance sheet and some more shares in issue you can see that FG will have positioned our company on SOLID GROUND.

PPS As it is a 10 day moving average and the spread affects the mid-point conversion price on Monday the Bonds would have converted at 3.77p or 183 million so trend at present indicates that the number of shares to issue is going down by over 1.5 million a day.

Bond Holder Meeting

It would appear that everyone believes that there will be a second Bond Holder meeting but maybe not.

If you were a Bond Holder of say €1 million of the Bonds and you know that they will be converted at £0.15 in December 2022 and using an exchange rate of £1 = €1 you would receive about 6,666,667 shares which if our share price was at current level in December 2022 would be worth about £46,666.67.

Could it be that at the previous Bond Holder meeting on 19 June 2018 when Bond Holders present agreed to push the final maturity date 4.5 years out, that some Bond Holders would form an opinion that they would only receive a fraction of their original investment?

Often in the Financial Press I see reports of Hedge Funds buying up debt at a massive discount. I am not suggesting that Hedge Funds are buying our Euro Bonds but others could have. If you are of the belief that the Bonds will be re-purchased for shares and at 500% premium, would it be a good investment to accumulate the Bonds?

We know the total Bonds outstanding is €6.9 million (not the often quoted €9.9 million) We also know Eufingest hold 43.48% so they have about €3,000,120 of the Bonds.

We also know that 75% of Bond Holders form a quorum which is about €5,175,000. To achieve a quorum will require an additional €2,174,880 of Bond Holders to be present. I am of the opinion that there is a strong possibility that there will only be one Bond Holder meeting. If I am correct then this would imply that investors are acquiring Bonds knowing they will receive shares on conversion.

If as most predict that there will not be a quorum then it will go to a second meeting and as we know it only requires a majority and Eufingest will ensure that the motion is carried.

After the amendment to the terms of the Bonds has been approved then FG can at his Leisure, convert the Bonds. Upon conversion there will be €6.9 million less debt (and a little more shares in issue) We will have a Company with only a small UK private loan and one loan with Eufingest. We will have the Land at some point (that is 100%) we will have also a resolution to Ondaland / Sipiem and our court cases will progress.

RKB

PS I am not trading, not sold and the only person who knows if I am accumulating is my wife. I remain positive and look forward to our interim results next month when there will be a surprise for all.

Nice day to go on holiday

Recent General Meeting. Nobody noticed that the authority to issue shares for nominal value £500K (200 million maximum) has been granted for three years. Not normal practice but thats what we voted for.

Recent Share Placings / Issues. 29/05/18 £600K issued 63,157,890 30/05/18 settlement of interest to Peter McBride 8,263,250 for £91,722 and €100,000 to 64 Bit 7,868,130. Total issued 79,289,270. FG & RE warrants could issue 13 million. FG salary could issue 3 million. Balance left from 200 million over next three years = 104,710,730.

Bond Conversions will not now be at 15p but at about 6.5p. Look at it from a placing point of view. We owe €6.9 million on the Bonds with interest at only 1% we could say in total no more than £6.6 million. If we had a similar placing as at 23/05/18 when we raised £600K we would / could have (if there was sufficient nominal capital) placed 11 times the £600K i.e. £6.6 million and if placed at the same price of 0.95p then we would have had to place 11 times the amount of shares i.e. 694,736,790 and assuming no brokers fee we would have raised £6.6 million and paid the cash to the Bond Holders.

Well FG is going to do a discounted placing at a premium. He only has about 105 million shares to play with and if he were to issue 100 million shares at 6.5p then Bond Holders are repaid in shares. The day traders and the derampers can do their stuff but I am 100% confident Bond Holders will be repaid at between 6.5P and 15p but closer to 6.5p. It does pay dividends when you attend AGMs, you get to vote, you can ask questions and you can look someone in the eye.

RKB

PS Francesco and Reginald apologies for breaking my Bond but I could not let this BB be taken down by derampers and tarnish your sterling work.