Member Info for RKBeekeeper

More Clarification

Two weeks ago when we received our “first speeding this year” (more to come!) we closed at 0.18 – 0.24. Midpoint 0.21p

Today we closed at 0.22 – 0.28. Midpoint 0.25p

Now I have always said that Eufingest would receive “their” Bonds repaid in cash but what about the other Bond Holders?

LTH will be aware that FG can issue a conversion notice and it is up to the Bond Holders to either accept or reject. The last time Bond Holders converted it was at 3.76p and €2.1 million of Bonds were converted for only 50,992,826 shares which was a very good deal.

Now for comparisons I prefer to see how many shares would be issued for £1 million of Bonds as there is no requirement to convert £ to €.

So in December 2018 you could convert £1 million of Bonds for 26,595,745 shares.

At 27th April this year, which was our low point, £1 million of Bonds could be converted for 156,250,000 shares which is rather a lot of shares and obviously FG would not countenance giving away so many shares (if the Bond Holders were even to accept)

Every since late April this year,the number of shares have come down (for a Bond Conversion) and two weeks ago (speeding ticket day) it would have been 110,803,324 shares but today it would only be 90,702,948 shares.

We have a long way (a very long way) to get anywhere near the December 2018 conversion rate but we are heading down a canal and it is looking rather better (than it was two weeks ago)

RKB

Truespine Technologies Ltd

Annabel Schild has been appointed as a director of Truespine Technologies Ltd. You may recall Ms Schild invested £1 million into Truespine for 3.3 million shares, Primorus Investments invested £500,000 into Truespine for 1.66 million shares.

RKB

Clarification

I have been in communication with the Company and they would like me to clarify TR1’s.

I should not have posted on Wednesday 13:37 “I am at a loss as to how ForCrowd can cross a percentage threshold and not TR1.”

Quote “The simple answer is that ForCrowd is not a UK regulated company and therefore isn’t under any obligation to file a TR1. I would be surprised if they even knew what one was.
More importantly, it is not an AIM company’s responsibility to chase their shareholders to ask them to submit a TR1.

The system is in place to ensure that institutional investors (ie fund managers) disclose their holdings on a share register especially if they go through certain percentage thresholds starting at 3%.

The rise of PIs as major shareholders in AIM companies should I believe warrant a change in the rules, but until such time as non-regulated investors are compelled to issue TR1s, then the system will remain flawed and “situations” (as you believe Clear Leisure has created) will continue to exist.

You also mention Vidacos Nominees. This company, as it’s name suggests, is a nominee company and, unless they have one single customer holding over 3% in Clear Leisure, they will not issue a TR1.

I’m sure I haven’t told you anything you don’t already know, but the City is a complex place for people who have never worked in it, and I thought this was worth explaining.
I would be happy to post this on lse so all our shareholders who read the page will understand how TR1s work and will see that nothing untoward is taking place.” End quote.

Obviously I should have done some more homework on TR1’s but I think I was distracted a little (two weeks ago)

RKB

PS It is coincidental that I have Posted this two weeks after we received the speeding ticket and it is also coincidental that the speeding ticket RNS does not show on LSE South East.

Marginal?

The only thing that is marginal is pi’s.

If you had taken note each and every time AIM Rule 26 was updated then you would know it is not “marginal”.

The differences between 16th October 2019 & 22nd May 2020 are:

Interactive up by about 9.7 million
Hargreaves Lansdown up by about 2 million
Forcrowd are up because they sold and then bought back 11.5 million
Vidacos are up by about 8 million
HSDL are up by about 19 million
Then you have two new disclosed share-holdings:

Redmayne from undisclosed to 9.74% which is 64.5 million
Securitas Services from undisclosed to 6.74% which is 44.6 million

And you think it is “Marginal”? what is marginal about ForCrowd 11.5 million, Vidacos 8 million, Redmayne 64.5 million and Securitas Services 44.6 million?

Because we were not aware that percentage share-holdings had changed SUBSTANTIALLY then we were at a disadvantage.

I will take a break from Posting and let them (names in previous post beginning with FCA) do to you all what you deserve because you have not taken them to task.

RKB

Good afternoon Bbr391

If you were to go to our website and look under investor information you will come across Aim Rule 26 and that is where you will see the percentage disclosed.

I am at a loss as to how ForCrowd can cross a percentage threshold and not TR1.

Likewise Vidicos also cross a threshold (upwards) but pi’s not informed but we also have 2 substantial shareholders who between them have over 109 million and we are not informed!

Looks like we have all been had and our BB is not being vocal.

I wish you well but I think I will let you all think about what they have done to facilitate this situation.

Posted on my iPhone so can’t check what I have written but I think a few significant shareholders are rubbing their hands and saying “next”

When will the FCA, LSE, AIM, Market Makers, Brokers and Nomads that the system is not working, oh sorry not working for pi’s but it is working handsomely for the fore mentioned?

RKB

Totally incorrect

RKB

What would you do?

I am invested in another small market capt company, with cash in the Bank, no loans or convertible loan notes and an investor who from September last year TR1’d to say he had 3.04% and then informed the company with another 10 TR1’s to say he was now at 14.3%.

Would you think he was a good investor and he kept the company updated as he crossed percentage thresholds?

Would this investor declaring his holding, influence your decision as to hold or fold? Send your answers on a post card to Venice High Court, Italy.

RKB

So now you may know why.

I have always said that information is the key. If you do your homework then you may have a better picture. Sometimes you are able to use hindsight and fill-in some of the pieces of the jig-saw.

As you know I spoke to Francesco over the Bank Holiday Weekend and PR said that AIM Rule 26 would be updated this week.

Well AIM Rule 26 was updated late yesterday afternoon. The date they have used is Friday the 22nd May.

By looking at the changes from last October and last Friday, there are some changes that I have noted.

Last October all disclosed holdings including FG came to about 416 million and last Friday about 562 million. Note we have about 662 million.

Interactive Investor Services Nominees Ltd increased by 10 million.
Hargreaves Lansdown Nominees Ltd increased by 2 million.
HSDL Nominees Ltd increased by 19 million.

Now the three Nominee Companies can fluctuate but HSDL seems a rather large increase when they last disclosed only 20 million and now they have 39 million.

But where I find it intriguing, is with the following four “Companies”

Redmayne Nominees Ltd
Security Services Nominees Ltd
Vidicos Nominees Ltd
ForCrowd Srl

Redmayne just appeared from nowhere with 64.5 million.
Security Services just appeared from nowhere with 44.5 million.

Vidicos Nominees Ltd did not change for years but have now increased by 8 million. (You have to know who is behind this company, I do)

But the change in ForCrowd is palpable. We bought 20% of ForCrowd on 3rd October 2019 for 54,218,847 shares and allowed them to sell some shares where we will issue additional shares for 90% of their loss. ForCrowd sold some shares and we were informed about this in January and they dropped to 40,718,847.

ForCrowd have not been issued with their replacement shares but they have increased by 11.5 million so they are now about 52,194,870.

Now it may make sense to some why our share-price is so low and why some large shareholders have “suddenly” appeared disclosing 109 million shares along with Vidicos & ForCrowd disclosing another 19.5 million.

Answers on a Post Card to the following address: Venice High Court, Italy.

RKB

Update

I was hoping to take a break from Posting as I would prefer not to have to sit 24/7 with my laptop and Post, only to receive snide comments from the Usual Suspects but.....

I spoke with FG over the Bank Holiday Weekend.

I asked Francesco eight or nine questions and he answered them all.

We spoke about that Friday’s RNS and the current share-price and many other things that you can imagine a Long Term Loyal Shareholder would want to discuss.

I did not ask about Sipiem SpA because that is going through the Venice High Court and I said I have been patient for over 5 years and can be (for a little longer!)

Obviously I cannot Post anything about our conversation as it was a personal and private conversation (although PR was also on the call)

I believe our Website will be updated soon to reflect a more accurate “Home Page” and I was expecting our AIM Rule 26 to be updated later this week.

RKB

PS I did say to Francesco that all my limit orders (52 or 53) for less than Normal Market Size had expired last Saturday and that I would not be setting any new limit orders as I would “monitor” our share-price.

Two Trades Today

I wonder what our two sellers will think when they find out?

RKB

PS The one who bought on the 15th for £738 and then sold for a loss of £344 may have wished they had waited.

Shares Not in Public Hands

I note from our website that under AIM Rule 26 (last updated one month ago) that it states that shares not in Public Hands is 28%.

Not in Public Hands according to the FCA handbook would cover:

A Director
A Person connected with a Director.
The Trustees of any employee’s share scheme or pension fund established for the benefit of any Directors and Employees.
Any person who under any agreement has a right to nominate a person to the BoD.
Any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class.
Anyone, subject to a lock-up period of more than 180 calendar days.

Now after today’s two TR1’s if you were to look at our listed shareholders and “exclude” Rupert Labrum you may notice that it comes to 60.84% and if you include Rupert Labrum it is 80.85%. The number of shares not in public hands is 28%.

When you add R Labrum, S Labrum, A Clayton, J Taylor-Firth & Donald Strang (I am excluding J Labrum as she is now under 3% so we will never know how many she holds) this comes to 32,925,000 or 23.55% (20,000,000 + 6,500,000 + 4,750,000 + 1,075,000 + 600,000)

How do we calculate the free float?

RKB

PS When I calculate the shareholdings of the above BoD and the “Labrum’s as at 7th April 2020 (the date most practical for AIM Rule 26) it comes to 34,975,000 and 28% is about 39,152,671 so to make up the difference assuming this is how we come to 28% then you need to find about 4,177,671 and if, when you look closely at the TR1 from 29th November 2019, there is a Stephen Ball who drops from 3.38% to <3%. If Stephen Ball has say about 4,177,671 then that would be about 2.99%. The conclusion that I draw from this is that the Labrum’s, Mr Ball and BoD hold / held the 28% not in public hands.

RNS Friday without the first part:

Quote "Discussions with the Mediapolis receiver regarding the transfer of funds have been continuing for several months; however, no conclusions have been reached with regards to these discussions.

There has been no material developments in respect of the Company’s other legal cases since the announcement of 6 May 2020.

As previously disclosed, the Company will provide an update to shareholders in respect of these matters in due course." end quote

Now the RNS from the 6th May 2020 included this “The Company will provide an update on Mediapolis and its other ‘historical’ assets within the next two weeks.”

So if FG “thinks” the diabolical RNS from last Friday covers our historical assets then we are not on the same page.

RKB

https://en.wikipedia.org/wiki/Countdown

Missing RNS

As most of the LTH will be aware we had the most diabolical RNS last Friday that said “The board of Clear Leisure notes the recent rise in the Company's share price and confirms that it is not aware of any reason for the increase.”

I think there was a play on the word “notes”. The BoD obviously watched the share price rise by a further percentage on the previous day but did not “note” it.

I note that LSE South East still does not display this diabolical RNS on their website.

I note the number of Posters who are unhappy at our BoD.

Action is beginning.

RKB

Good afternoon Chriszzr

Regarding Antos, I have not spoken to him at all this year and I can’t recall when I last spoke to him last year, but I did post at some point when it was. I would like to think your company will come back from suspension with their RTO but when that will be with Covid-19 is anyone’s guess.

When I last requested pi’s shareholder’s proxy the “company” threw out as many of the proxy votes on the pettiest excuse.

They also had 3 new members of staff flown in from Italy that morning and they still had their suit-cases with them. The suit-cases were all beside PR whom you will recall I had a slip of the tongue and as I introduced myself I said “you must be Damien”.

Bonholders: I have said on many occasions that Eufingest will receive the cash in full for their Bonds and the only ones that will get “shares” are.... well I am waiting till FG updates us in the near future (disagree last week’s RNS is the one we were waiting on) If no update on my timetable then I will inform our B.B. of the confidential conversation I had with FG regarding the Bonds.

I will continue along my particular path and the best I can hope for is a stale mate but I will not give up.

RKB

PS Many years ago I was invested in NTOG and fortunately I made money there and I never re-invested there but LSE still send me a notification if there is an RNS. I note there were three calls for a GM and a lot of money was expended by the BoD to “frustrate” their shareholders but I took note of how to irate a Company if one was so inclined.

My own Council

Some may recall I had numerous conversations with Antos last year and that I did manage to arrange a meeting between FG & Antos.

Antos and I never met but we had a number of phone calls and a few will know that he was involved in “a takeover” (Not CLP) Antos had to stop a special resolution and “we” did.

Later when discussing tactics I emphasised that for future, to guarantee his position he would have to control 25% as this would ensure no special resolution could ever pass without his agreement and for ordinary resolutions to succeed then he would be in a very strong position. But I emphasised that he should not rely on pi’s share-holdings to count towards the 25% because “if a share was to ‘substantially’ rise” then some or most pi’s that he was counting on would probably not hold.

So to call a General Meeting one needs 5%.

RKB

Time to Hold BoD to Account?

Now if you had watched the Video with the Market Maker Spencer Crooks then you would know that Market Makers need volume and turnover.

From the 9th December 2019 to last Friday there were 108 business days and on 22 days there were no trades.

Total turnover over the 108 Business Days was £688,884.

Turnover for the first 106 Business Days was £347,526.

Turnover for last Thursday was £341,358.

Conclusion: Market Makers made a killing, what with the spread ranging from 20% - 33%

Market Makers want volume, to make their margin and they had 2 busy days last week and needed an RNS to have a “toilet break” was this because they had a weak bladder?

RKB

PS Looks like I may have to request a General Meeting to hold Directors to account. So I will begin to canvas for support and what actions disgruntled private shareholders would like addressed.

All You Need To Know About MM

https://www.share-talk.com/everything-youve-wanted-to-know-about-market-making-but-never-been-able-to-ask/#gs.65icdy

If you thought you know what Market Maker’s functions are, then do not watch this video.

One thing that comes across crystal clear to me is Volume. Market Makers like volume and the spread is obviously their “cut”.

To re-cap our average daily volume is about 1 million and on Thursday it was about 69 million and on Friday before the RNS it was about 28 million but after the RNS there were another 31 million shares traded.

Now if you do actually watch the video of the function of Market Makers there is a clue as to what is about to happen later this week.

RKB

PS The Quotes below have all been taken from the Video and are attributed to Spencer Crooks who was a Director at Winterflood Securities the Market Maker from 1999 to 2017. On average Winterflood transact 55,500 trades (bargains some may say) each day and made £14.7 million profit last year.

“Market Makers provided liquidity certainly in the smaller end of the market”

“making a two-way price”

“the option is for the MM to trade or job his way out of it” “in other words do enough volume, enough business to make back the loss, through buying & selling”

“you want the flow as that is the situation to trade your way out of a situation”

“who is buying, who is selling?”

“the key is volume”

“market makers want liquidity”

“simply looking for turnover”

“it’s not what you know it’s who you know”

“trust with brokers”

“if it is I am unaware” said this after he had prevaricated!!!!

Friday’s Charade

I have spoken to a few people over the weekend and the conscientious view is that our BoD are not looking after ordinary shareholders and only looking after A Villa, Francesco Gardin & Eufingest.

RNS’s are were not issued when our share-price moved from 31st December last year down to our recent low on the 14th April. The spread was 0.28p – 0.32p at end of year and the low in April was 0.11p – 0.12p. Last Wednesday we closed at 0.15p – 0.17p and on Thursday we opened at the same as the Wednesday’s close but because there was a 3 million buy at 8:03am the buys began to flood in and we had a “good day” with about 69 million shares traded when we normally have less than 1 million.

On Thursday we hit 0.32p – 0.34p about 11:30am (hard to say when we reached the peak as data “missing” from LSE South East)

So on Thursday we open at 0.16p and reach 0.33p which is over 100% and there is no RNS? Where is the logic for the RNS on Friday? The percentage rise on Friday was nothing like Thursdays’. Friday we opened at the same as the close on Thursday which was 0.23p – 0.29p.

So the mid-price at open on Friday was 0.26p so “logically” my brain says that if we were to hit 0.52p at some point on Friday that would be 100% and as no RNS issued Thursday then maybe none should have been issued Friday, would you not agree? Then when you look at the price the highest we achieved on Friday at 9am was 0.33p – 0.35p and the mid-price is 0.34p.

So we begin Friday at 0.26p and peak at 0.34p which is according to my calculator is 31% and they issue the most appalling RNS in FG’s current tenure.

RKB

Livid

To say I am livid is an understatement, there are no words in an English Dictionary to express my disappointment at the RNS this morning because I do not like profanity but I am tempted to let rip. (I have posted on another B.B. just in case my Post gets removed.

I have to conclude it is to facilitate the Bond Holders Conversion and if our share price is still below 0.36p after our update next week from FG then I will post confidential information about the last Bond Holders Conversion.

For the record I sold 150,000 last Thursday at 0.17p and this was to prove a point to a few trusted friends. I also put in a limit order for 150,000 at 0.17p and they moved the spread to 0.16p – 0.18p and it remained at that till the close. I was trying to see what the Market Makers would do and they did widen the spread.

I also sold 469,765 at 0.25p as I wanted to top-up on MTRO and bank a little profit. I still hold 7.5 million and family I think about 3.5 million. I still have limit orders in but they have been in for 12 weeks and are due to expire in 8 days and then I will not re-input any and I will play their game.

What has happened today reaffirms to me that AIM is broken, private investors are ignored and the system is beyond repair.

I am going out for a 4 hour walk, Nicola can look for me if she wants but I think it would be best to avoid me as I am not at all pleased with Francesco whether he says it was not him miss but them.

Disappointed.

RKB

Companies House

I have decided to post here because I am bitterly disappointed on another share where they issued a speeding ticket to ensure a 180 degree turn.

I sold some PREM this morning (should have sold the Italian Company as I had several opportunities but for whatever reason the BoD, Nomad, Broker and especially their PR decided they could not have that share stay on the Leader’s Board)

On a more positive note there was a document lodged at Companies House for Truspine Technologies Ltd.

The only document available to view from today is about the number of shares issued over the past three years including “Bonus” Shares which fortunately confirms that they still have 81,155,016 shares in issue.

Primorus Ltd have 1,666,667 shares or 2.05% at present.

There are another four documents in the process of being lodged.

Solvency Statement
Statement by Directors
Resolutions; share premium account be cancelled
Statement of Capital as at 15th May 2020.

Solvency will be ok and not a concern for me.

Statement by Directors can’t speculate.

Resolutions, I expect there will be more than one Resolution, but with regards to share premium account be cancelled resolution, this is very good news as the cancellation of a Company's share premium account has the effect of crediting of the relevant sum to distributable profits.
This looks like a tidying up exercise before either an IPO or Trade Sale.

Statement of Capital, looks like shares in issue are being increased to 83,740,000 and this increase of about 2,595,000 could have been issued to Annabel Schild but will not know this till the next confirmation statement.

RKB