Member Info for RKBeekeeper

Good Corporate Governance

Today XLMedia Plc issued a TR1.

From the TR1 we are informed that a notifiable percentage threshold was crossed but they did not adhere to the FCA’s Handbook Rules by disclosing this information within two days, why?

When a Company or Individual take 11 days to inform the Company when it should have been 2, you may want to ask your BoD, Nomad etc why they permit this.

You can complain to the FCA but first you should complain to TFG Asset Management UK LLP Reade Eugene Griffith and ask them why they took so long to issue their TR1, if you do not complain you will be at a disadvantage.

RKB

PS Peakybinder they completed the TR1 yesterday they crossed the % on the 11th March 2022.

Good Corporate Governance

Today Cambridge Cognition Holdings Plc issued an RNS which at first glance seems ok, but is it?

The purpose of a Nomad is to guide the Company and ensure they adhere to the rules & regulations.

So, there are some additional Director disclosures which I have no concern about except that your previous Nomad (finnCap Ltd) appears not to have fully disclosed.

On Companies House if you click on the Directors, you will be able to access all their previous Appointments.

The question that I would be asking is, why do they need a replacement Nomad and Joint Broker?

I have had previous experience of a Company changing their Nomad and appointing a joint Broker and then there was a placing later that day and a Broker resigned.

For the avoidance of doubt, I am not implying there is anything untoward with your Company, only that a Nomad has a duty of care to the Company and should have disclosed the information on the Appendix at the bottom of today’s RNS years ago and it should not have taken a new Nomad to inform the Market of the information.

Full credit to your new Nomad for doing proper due diligence.

RKB

Good Corporate Governance

Today BrandShield Systems Plc issued two TR1’s which appear to be similar.

The first thing that concerns me is that CEO Yoav Keren crossed a notifiable percentage threshold on the 4th February 2022 and only notified the Company yesterday.

That is almost 7 weeks to inform the Market they have reduced their shareholding. Is that good Corporate Governance? (I know the reason why their % reduced)

The second thing I noticed is that your CEO meant to inform you on 23rd March 2023 (one year and two months later) but it appears this notification was sent “early” by mistake!

I would expect another TR1 to be issued to correct the year to “2022” and maybe when they do, they could enlighten you as to why they feel that shareholders should not be updated in a timely manner as to when a major shareholder crosses a percentage notifiable shareholding.

RKB

PS The Share Registrar obviously knew on the 4th of February 2022 but did not think to prompt CEO!

Update 21/03/22

So, at 13:20:00.810 today (almost 13:21) there were 6 Trades at the exact same time and 2 Trades at 13:20:00.813.

There was a sale of 1,375.748 shares at 13:20:00.810 so I must conclude that the Buy on Friday of 1,375.748 was sold today and that LSE permit fractional trades.

Why?

RKB

Zombie3

If you were to download the daily trades at the end of the day on the main LSE website (they provide the data in an excel spreadsheet form) and look at the times in my post, you will see fractional shares.

But will you download the data? I doubt it. To save you coming out of “your rabbit hole” to look at the data, I will assist you a little.

Whenever there is a fractional trade, it is always with Mic Code “SINT” and Venue of Publication of “ECEU” and all the same-time Trades have either “ECHO” or “ECEU”

RKB

Why?

Why did we close up 26.47% on Friday?
Why should you believe the information provided on LSE South East?
Why should you believe the end-of-day email update from LSE South East?

As an investor, we all rely on information, and we would expect to receive accurate information from LSE South East, but do we get accurate information?

My end-of-day email update yesterday gave me a snapshot as at the close. I was informed of the top 5 “Share-Risers” GDR +103.08% N4P +36.99% MHC +21.43% CSFS +20.55% CNKS +19.33% but no mention in the email of CHLL +26.47% why is this? You have to go into the LSE South East Website and click on the “Share Risers” to see that CHLL is actually there and above CSFS and CNKS but for some reason we are not aware that we are higher than the above two (CSFS & CNKS) It’s not a glitch, it’s deliberate.

Why are all Trades (buys & sells) time stamped to 1,000th of a second? Is it to record chronologically when the Trades are executed or is it for another reason?

Why is it possible to have 6 Trade all at the same time at 11:08:31.567?
Why is it possible to have 5 Trades all at the same time at 11:36:26.597?
Why is it possible to have 6 Trades all at the same time at 12:21:21.747?
Why is it possible to have 5 Trades all at the same time at 12:48:16.830?
Why is it possible to have 4 Trades all at the same time at 13:14:56.077?
Why is it possible to have 3 Trades all at the same time at 13:42:40.570?

Why is it when you buy or sell shares on the Main Market, you can only sell a whole number of shares? Is it because that it is logical?

If I bought (or could buy) say 1,375.748 shares and I had to TR1 to the Company because by buying 1,375.748 shares it took me over a notifiable threshold, how would the Share Register record my shareholding?

Logically, I think it is impossible to buy (or sell) 1,375.748 shares, would you agree?

At 12:21:21.747 there was a Buy of 1,375.748 shares.
At 11:36:26.597 there was a Sell of 31.21 shares.
At 11:08:31.567 there was a Buy of 16.761 shares.

Why are the Bid & Ask out of sync when there are multiple trades at the same time (as detailed above at) compared to the Bid & Ask immediately before and after, when there are these “same time trades”?

Why is it that there are large percentage swings (as disclosed at end-of-day) when there are multiple occasions of same time transactions but only when there are “fractions” of share “bought” or “sold”?

Answers on a Postcard to:

Regulatory Complaints
UK Regulation
London Stock Exchange
10 Paternoster Square
London EC4M 7LS

RKB

PS I have been recording details for the past two months of all our Trades and keeping a record of the fractional trades. The evidence is there if you look.

Late TR1 Again

I note there was another late TR1 today from Tarek Tabsh.

I posted about Tarek Tabsh on 12/07/21 when I stated that I would not invest “until I am confident that there will be no further substantial shares being sold.”

I am disappointed in the way the BoD (Company) are informing the Market about information they are in possession of.

I am also extremely disappointed that Tarek Tabsh has been detrimental to OCTP.

RNS 4/06/21 Informed us via a TR1 that Tarek Tabsh had reduced from 7.75% to 6.66% on 26/05/21 and informed the Company on 27/05/21 but the Company only informed us on 4/06/21 which is 5 Business Days later.

There was a second RNS on 4/06/21 which was another TR1 from Tarek Tabsh informing us that he had reduced from 6.66% to 5.43% on 3/06/21 and informed the Company on 4/06/21. So OCTP can inform the Market within 24hours when they are in receipt of information when a major shareholder has crossed a notifiable threshold.

Note Tarek Tabsh had 48 hours to inform the Company when he reduced from 7.75% to 6.66% but we were not aware of this reduction, then he reduced further from 6.66% to 5.43%. How can this be adhering to the FCA’s Handbook Rules?

It gets worse, RNS 2/12/21 TR1 reduces from 5.43% to 4.99% but this was on the 23/07/21 and only informed Company on 2/12/21? Then another RNS later on 2/12/21 to let us know that he has reduced from 4.99% to 3.88% on the 20/10/21. Two thresholds crossed, one 20 weeks previously (not 2 days) and another 6 weeks previously. This person does not adhere to the FCA’s Handbook Rules.

So, is it any surprise that todays TR1 was a reduction from 3.88% to less than 3% was over two weeks ago and the Company were informed on Monday and decided to inform the Market 4 days later?

When a Company delays important information that ordinary shareholders should be aware of, what else are they withholding?

RKB
PS complaints.scheme@fca.org.uk

PPS They only take about 4 months to uphold your complaint, but it does keep someone in a job.

Immoral

You remind me of a particular person who is waging a “War” currently in Ukraine and is in bed with a particular nasty person (add `at` to his initials, four letter word)

If you are going to post then do correct your post, our Nominal Share value is 1p so your post is incorrect, just like the information pumped out by the warmonger.

I don't know how you can sleep at night with your current bedfellow.

RKB

PS Immoral: Not conforming to accepted standards of morality.

They want you to think it is 763 shares, but it is not 763 shares.

As for Robbieishere, he knows but I have no respect for him or TW.

RKB

PS It would not surprise me if the above two shared a bed.

No not focusing on price only on the number.

Have begun formal complaint process.

RKB

Focus on the 763 Trades.

I will be making a formal complaint to the FCA about the trade for “763” which is not 763.

The MM messed up on Friday.

This Post will be removed on Monday, but LSE are not allowed to erase the trades that they have published.

RKB

PS

16:07:31.957 19
16:07:31.957 200
16:07:31.957 20
16:07:31.957 100
16:07:31.957 105
16:07:31.957 Look at this one MM it is not 763
16:07:31.957 130
16:07:31.957 230
16:07:31.903 90
16:07:31.893 150
16:07:31.893 500

Answers on a Postcard

So, what did the MM do that they should not have done with the trades at 16:07 yesterday, especially the one for “763” shares which was not 763 shares?

Answers on a Postcard to LSE Compliance, FCA, Brokers, Shorters and lots of others.

RKB

Thank you, Rupert.

So that potential investors (and existing shareholders) are aware of some of the details, Rupert Labrum, Executive Chairman, stated: "I am delighted with the outcome of the Capital Reduction process. The result has changed the retained deficit on the Company's balance sheet of £41m into an £8.5m surplus. The Board looks forward to continuing with its efforts to position the Company as strongly as possible. We are excited by the Company's prospects and believe that its restructured balance sheet will only facilitate our future endeavours."

Like I have said recently, there are reasons why a company will implement a share buy-back and at 7am this morning there were about 145 RNS’s issued and there were 21 RNS’s included in the above, all with share buy-backs.

RKB

PS As always, please do your own research, it could improve your capital wealth.

Share Buy-Backs

On the FTSE top 100 companies you often see them announcing share-buybacks. You do not normally see this with AIM companies, why is this?

A share repurchase or buyback is a decision by a company to buy back its own shares in the Market. They do this to boost the value of their stock, and this has the effect of improving the balance sheet.

Companies tend to buy back their shares when they have cash available that they believe will be advantageous to all shareholders to allocate it for this purpose.

Let’s say we have a spare £1 million cash that is not required for purchasing an asset or increasing our stake in a particular investment that we own. If our Company pays us a dividend with this £1 million then our assets will decrease by £1 million. The way the “Market” is currently valuing our Company, our share-price would probably decrease by the dividend amount.

On a share buy-back it is different. “A buyback benefits shareholders by increasing the percentage of ownership held by each investor by reducing the total number of outstanding shares. In the case of a buyback the company is concentrating its shareholder value rather than diluting it.”

So, on a £1 million dividend, each shareholder would receive about £0.00715 (per share) and if you had 100,000 shares then you would receive about £715 as a dividend.

When a company’s Market Capt. is out of alignment with their NAV then there is a possibility that the Board could believe it is better to allocate “spare cash” for a Share Buy-Back.

Rather than paying the above hypothetical £1 million as a dividend, let’s see the effect on applying this £1 million on a share buy-back.

I do not know if a share buy-back would be something that would be implemented by BoD but to me it is a no brainier so I must use a hypothetical share-price for a potential buy-back so that we can compare it with the dividend above.

Ignoring charges, £1 million @ 4p Ask would (could) enable 25 million shares to be purchased. This would mean that the shares in issue would be 114,830,968. Using the closing price on Friday 18th February 2022 of 3.5p (3.5p -3.8p) our Market Capt. was £4,894,083 and my conservative NAV posted at 00:15am last Friday was £10.5 million. This would mean that I had calculated (conservatively) a NAV per share of about 7.5p (£10,500,000 / 139,830,968)

As I have “utilized” above the £1 million “spare cash” for a share buy-back, then my NAV would be £9.5 million which would mean that the new NAV would be about 8.27p (£9,500,000 / 114,830,968) and the Market would have priced our shares at 2.8p if we had paid the dividend (3.5p – 0.0715p)

I believe that to substantially close the discount of our shares to the disclosed assets that we have, can be partially mitigated if a share buy-back program is implemented.

RKB

PS In my posts last week, I have not included the true potential of several assets such as Weshop, Fresho, Engage or Payapps (Zuuse) it is up

Updated Website

I noticed that our website has been updated.

We have two websites https://voyagercbd.com/ and https://voyagerlife.uk/

On the Voyager Life website, if you scroll down past the first page, there is a short video called “Get to know Voyager” it is only 33 seconds long, short and sweet but it is informative, and you may want to have a look.

RKB

Technically correct that our Directors have Options @ 6p 8p 10p but they have to pay 4.1p for 1 million when the share price is above 6p, also 4.1p for 1 million when share price is above 8p and likewise for the last 1 million when the share price is above 10p.

I have said to many friends that our Primorus Investments Plc is unlike any other company that I know on AIM.

We do not have billions of shares in issue, only 139,830,968 and our Directors only have options over 9 million shares, which are totally aligned with ordinary shareholders because their options do not vest until our share price is above 6p 8p & 10p.
How often do you see an AIM Company focused on ordinary shareholders capital appreciation on their shares?

RKB

PS If you are on twitter, please reach out to me.

Good Afternoon Skittish

Interesting comment you made earlier about a persistent seller and for about 3 years I used to record the daily trades and used that information to gain an insight into the Company.

We would not be under the radar if potential investors carried out proper research, so I will share something with you that was available for all to see but has not been placed on our B.B.

When our new BoD took over in late 2020, they issued their first RNS on 23/11/20 with details of the “Cancellation of Options”

The Previous BoD had options over 17.3 million shares. 16.8 million @ 6p and 0.5 million @ 8p. Exercise dates went up to 2025.

All the options were bought out by the new Board. Total compensation paid was £135,625.

If throughout the following years all options were exercised, then apart from the Company receiving the funds, our previous BoD would have (at today’s current shares in issue) 11.01% of our company (again excluding any shares they had when they “resigned”) Note there would be 157,130,968 shares in issue (139,830,968 + 17,300,000)

We know from the TR1 issued by AC on 30/11/20 that he had 4,750,000 shares but he indicated he was below 3%. If AC had retained all his 4,750,000 then the above 11.01% would become 14.03%.

So, all we know is that AC has/had less than 3% which could be 1 less than 3% or 4,194,928 (4,194,929-1) he could have only 1 share as that is less than 3% but at the time it was between 1 and 4,194,928.

For Clarity, in the above percentage calculations I have not included the last disclosed shareholding of Ex Director J Taylor-Firth of 1,075,000 (TR1 11/03/20) and Ex Director D Strang whom I believed had 600,000.

Conclusion, I believe that by cancelling the previous Board’s options, we remove a thorn in our side as they would have a percentage shareholding that could impede our new Board. Also, as the Market re-evaluates our Company, I believe our share-price will be closely aligned with our assets and will re-rate accordingly and if I am correct then it will have been advantages to LTH that the previous Board’s options will not be exercised as it would dilute us all.

Also, if our new Board decide or can implement a dividend payment then there will be more to go around to LTH and new shareholders as there will not be (from the above) 17.3 million potential option shares that would receive a dividend payment.

RKB

Add another £2 million

Good morning Silvernight.

I agree with you that all the other investments that I did not place a price on comes to £2 million. In fact, I calculated it as £2,026,319 from either a listed price or the original cost.

When you add this £2 million to the sub total in my “Additional Post” of £8,478,853 then this comes to about £10.5 million.

You ask the question “what will be the catalyst to reduce the gaping discount to NAV? and my answer is our BoD.

On all the communication put out through RNS’s our BoD have clearly stated their goals. One goal I recall from memory was to have a Market Capt of £25 million. Other goals are to pay loyal shareholders a dividend and keep costs low.

On the Interim Report, if you were to read it closely you will note that there is a subliminal message on the “Outlook Statement”

http://irservices.netbuilder.com/ir/primorous/newsArticle.php?ST=PRIM&id=311428211825122480

I do not think I would be able to recreate this subliminal message in the same format so I will do it my way.

Outlook

The
Board
Remains
Confident
That
Significant
Opportunities
Exist
For
The
Company
Going
Forward

We look forward to the remainder of 2021 being a period in which we can further demonstrate our business model which is now underpinned by the new investing policy.

The Board are currently reviewing several exciting investment opportunities that are aligned with the new investing policy. The Board has been screening several opportunities and has identified at least one that could begin to generate value for shareholders this calendar year.

We look forward to updating shareholders as and when our existing investments mature, and new investments present themselves.

The Directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

RKB

PS I reiterate, it does make you wonder, if anyone who is selling actually understands how undervalued our company is.

Additional Information.

After I talked to Rupert, I realized that I missed out our additional purchase of 262,358 shares in Rambler Metals which has the effect of reducing our cash balance by about £69,525 and still using Thursday’s bid price of 29.7p equates to an increase in our assets by another £8,395.

Engage Investment. Currently we own 92,374 shares and the most recent price is £22, which means this one investment is worth £2,032,228.

Fresho Investment. After recent capital raise this one investment is worth about £1.6 million.

Payapps Investment (formerly Zuuse) Currently we own I believe 3,057,025 shares worth A$0.86 which means this investment is worth £2,629,196.

Mini Summary:

Engage: £2,032,228
Fresho: £1,600,000
Payapps: £2,629,196
Rambler Metals: £404,912
Clean Power Hydrogen: £1,288,889
Cash Estimate: £523,628

Sub total: £8,478,853

Note: RMM Bid 31p CPH2 Bid 58p

I have not included our Mustang Energy Investment that is ring-fenced or the following;

SOA Energy, Nomad Energy, Sport:80, Truspine, Weshop, Stream TV, Supernatural Foods, Mevie or Rogue Baron.

Conclusion: I believe we have assets worth in excess of £10 million.

RKB

PS It does make you wonder, if anyone who is selling actually understands how undervalued our company is.

BoD Actions Increase Assets to £9.8 Millon

Our share price is grossly undervalued in my opinion.

If you were to look at our Interim Report to 30th June 2021 you will not find it on LSE South East (I wonder why?)

You can locate our Interims on our website (which also details our Investments)

https://primorusinvestments.com/news/

For this Post I am not altering the value of any of our existing Investments unless there has been an action by our New BoD since the Interim Results (RNS issued 10/09/21)

From our Interim Results, we had cash in hand of £1,346,000 and Total Assets £9,170,00.

RNS 15/09/21 Zuuse Options Exercised. We paid cash of £265,000 to acquire an additional 1 million shares and using the last price we paid of A$0.86 this equates to an increase on our assets of about £190,476. This is only the new 1 million shares. (Rate 1.89 conversion)

RNS 21/1021 Alteration Earth, our £100,000 & £250,000 intended investment has not occurred just yet.

RNS 17/11/21 Weshop update, I am unable to calculate what impact this has on our assets, but this is a noncash transaction.

RNS 19/01/22 Mustang Update. We sold on part of this investment and received $1 million of our investment back along with an interest payment of $72,054 this resulted in our cash balance increasing by about £788,762 and our assets increasing by £53,013 (the interest payment, Rate 0.74 conversion)

RNS 3/02/22 Rambler Metals Investment. Paid cash of £276,609 for 1,043,810 shares at £0.265 and at close yesterday the bid was £0.297. This is an increase on our assets of about £33,403.

RNS 16/02/22 Clean Power Hydrogen CPH2 Investment. Paid cash of £1 million for 2,222,222 shares at £0.45 and at close yesterday the bid was £0.61. This is an increase on our assets of about £355,556.

I calculate from the above our total assets are about £9,802,447 which includes cash of about £593,153.

I have not made allowance for Salaries or admin expenses in the £593,153. Technically we have more actual cash as some of it is ringfenced for specific investments.

So we have almost £10 million of assets and Market Capt of about £4.894 million.

RKB