Member Info for shychap

"Not sure why he needed to say anything about full year guidance"

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The only possible reason is that he has had his knuckles rapped by someone for potential market abuse in his Lemming Q&A ramp.

Perhaps you also need to be on the register or in possession of a Letter of Representation from your broker to prove that you are entitled to an answer?

Toyin, are you still planning to attend in person? Did you give them formal advance notification that you wanted this question answered?

Did he call them lying bastards?

Ms Bertram has just replied to me:

"Many thanks for your email.

I acknowledge receipt of your Letter of Representation and have passed this on to our Registrars for inclusion in the AGM documents.

Thank you for your further questions, we will respond at the AGM.

I hope you have a lovely Christmas.

Emily

Emily Bertram​, Group Finance Director"

I venture to suggest that she knows that no-one who has to trek up to Newastle's frozen, storm-ravaged hinterland could possibly have a lovely Christmas.

Mol42, voting against 4, 5 and 6 would be real votes for many PIs. Voting against the other resolutions would register a token visible protest as they would usually get 100% support.

I believe that CREST electronic AGM voting closes at the end of this week so I would urge anyone who is unhappy with the Board's shifty corporate governance, and hasn't yet voted, to log in to Corporate Actions/Voting Instructions on their broker's website and register a protest vote against all the remaining resolutions. Every little helps.

I would also like to communicate directly with any activist PI who will definitely be attending the AGM. I can't make DMs work on this computer so please email me at sjcpr@icloud.com.

Agree 100% Toyin. There is clearly something rotten in our boardroom and it needs to be cut out now, before the company – and the rot – get bigger. If our Board continue to abuse us at this AGM, I have resolutions drafted for an EGM.

I have written again to Emily Bertram this morning:

"Dear Ms Bertram,

Thank you for your email this morning and for uploading the Shareholder Q&A to your website. However, the Shareholder Q&A doesn’t answer my questions so I will need to raise them at the AGM, unless the chairman prefers to answer tham ahead of the meeting. To be clear, the central points of my questions, as detailed below, remain unanswered:

QUESTION IN ADVANCE #01

Your quote from the QCA Code that a director who has served for more than nine years does not automatically affect independence was selective and misleading since it omitted the key guidance which follows on, namely: "It is good practice for any such director to be re-elected on an annual basis, if this is not already a board policy for all directors”.

Guidance elsewhere is clear that non-executive directors should not remain in post for more than nine years, including this from the Financial Reporting Council: "Boards will need to justify why they consider a non-executive director independent beyond nine years” – and specifically on a chairman’s length of service: "It is recommended that the chair is subject to similar length of service considerations as non-executive directors and should not stay in post longer than nine years”.

Given that Martin Hunt has exceeded nine years of service since he was last re-elected, it should have been your duty to at least put him up for re-election at the forthcoming AGM, instead of which you have withdrawn that resolution. Please will you now reinstate it?

QUESTION IN ADVANCE #02

Your Q&A repeats the company’s decision to revert to a three-year re-election cycle but doesn’t answer my question which asked *why* the Board felt it was necessary to abandon annual re-elections.

QUESTION IN ADVANCE #03

My request for an undertaking to convene hybrid AGMs in future was not covered by your Q&A.

QUESTION IN ADVANCE #04

My request for an undertaking to expand the company’s investor relations function so as to ensure that legitimate shareholder enquiries are answered in a timely fashion was not covered by your Q&A.

To further evidence my credentials to ask these questions at the AGM, I am attaching a further Letter of Representation just received covering my CREST shareholding in my AJ Bell dealing account which I assume to be a different class of shares to the ones I hold in my Interactive Investor nominee account. I will forward further details as they arrive."

Aye, ox123, but with the HY results due possibly in February, will Ashman continue to stand by the £6.2m FY forecast? He is standing by it today in full knowledge of Q1 (and probably Q2) revenues so it will take something large and unexpected over the next couple of months to enable him to upgrade the FY forecast. Alternatively, he will have to explain why, after a bumper Q1, the FY forecast remains unchanged. That would be typical since he seems determined never to issue a good news RNS without damaging sentiment at the same time.

Bazzaman, Ashman may well have lied to his Lemming stooge in this and prior interviews but I don't recall any suggestion that the 2026 FY forecast was going to be higher than £6.2m. He obviously was ramping Q1 like Lenigas on steroids but it doesn't necessarily follow that Q2, Q3 and Q4 would also see bumper revenues. In fact, based on the FY25 pattern, Q4 could well fall off a cliff again.

FWIW, my take on the Lemming Q&A is that Q1 will be boosted by around £1.5m of revenue which had been expected in Q4 but didn't materialise in time. The problem with that is that the FY26 forecast of £6.2m would presumably have been around £4.7m without the Q1 carry-over bonus. Toyin will hopefully get clarification on this from the company but in terms of real-world growth next year, that would amount to around 0%.

It had never occurred to me but having read some of his posting history, I think you're right, Bazzaman.

Firstly, anyone with joined-up writing, good grammar and proper punctuation is always highly suspect. Secondly, he does constantly remind us what a mess we would be in if we didn't have him. And thirdly, his vocabulary and syntax are very Ashmanesque.

Now, if only he would comment on some of my governance complaints…

Anyone able to get through to the BTS website? Looks permanently down to me. Or have they moved from btsl.uk.com?

Can't see that article, Bazzaman.

I'm always measured at AGMs, rebarm. Not much chance of getting answers otherwise.

FWIW, I have today given SBTX advance notice of some questions I intend to ask at the AGM. I believe they are polite, legitimate and even restrained – but no doubt they will find a way to reject them:

"Dear Ms Bertram,

I write as a courtesy to give advance notice of the questions I intend to ask at the Skinbiotherapeutics Plc AGM on 29 December. I trust that the Chairman will thus be able to give a considered answer at the meeting, or ahead of the meeting if he wishes. I sent you yesterday proof of my CREST shareholding in my Interactive Investor nominee account via a Letter of Representation and trust that will suffice for this purpose.

QUESTION IN ADVANCE #01

Given that the QCA Code guides companies not to retain the same independent chairman for longer than nine years and that the present chairman has been in office for longer than nine years, what are the exceptional circumstances that the company feels warrant this departure from the QCA guidance?

QUESTION IN ADVANCE #02

Given that the Board undertook a year ago to adopt QCA guidelines by re-electing directors annually, what are the changed circumstances which justify the recent decision to abandon this compliance and revert to a three-year re-election cycle?

QUESTION IN ADVANCE #03

Given the considerable barriers, both seasonal and geographical, to shareholder engagement at this and previous AGMs, will the Board undertake to convene future AGMs as hybrid meetings which, in addition to the physical meeting, will afford shareholders the opportunity to engage live with the proceedings via a streaming platform and also provide the functionality to ask questions and vote remotely? The Investor Meet Company has said that its existing annual contract with Skinbiotherapeutics Plc will allow this added functionality to be provided at no additional cost. I raised this question with Mr Ashman a year ago but still await an answer.

QUESTION IN ADVANCE #04

For much of the past year, I have received no acknowledgement of my occasional and legitimate emailed queries or telephone calls to Mr Ashman and the Skinbiotherapeutics Plc Investor Relations Desk – a complaint which has been echoed online by numerous other retail shareholders. If this indicates a lack of resources to process investor enquiries, will the Board undertake to expand this resource so that legitimate shareholder enquiries are answered in a timely fashion?

I trust that you will deal with questions before any votes are taken, in line with governance guidance.

Many thanks.

Best regards,"

I complained yesterday to Emily Bertram and the nomad about its continued absence - as presumably did others.

Just one more vexatious complaint in the long list that Ashman claims wastes his time and costs the company money.

I can see where toonarmy is coming from but I think his tolerance for Ashman is misguided. My notes:

1. Ashman is indeed arrogant (bordering megalomanic) but doesn't have the skin in the game which gives nutters like Elon Musk the right to do what he wants, including taking large dumps on minority shareholders.

2. Ashman hasn't performed well. He has missed his own forecasts by a country mile, stopped responding to legitimate PI queries, diluted us by 10% without adequate justification or guidance, orchestrated a dodgy fundraise by failing to issue a timely trading update, hired the wrong people, made promises which he couldn't deliver on, neglected corporate governance, shielded the Board from accountability by arbitrarily removing the AGM resolutions to re-elect them, discouraged shareholders from engaging with the AGM, etc, etc.

3. A resolution to remove him doesn't have to secure 51% of the votes to be effective. Any obvious shareholder dissatisfaction must force the Board to look into the cause and take steps to remedy the problems.

4. An initial EGM might only seek to remove the chairman for failing to exert sufficient governance pressure on his CEO – and this could attract broader support from significant shareholders since Hunt has already been in place for longer than the maximum 9 years recommended by the QCA for independent directors. Ashman might then have an epiphany and change his ways for fear of a second EGM.

I fear that our Board has gone rogue and is now resorting to desperate tricks to protect their overpaid jobs. They have forgotten that they are there to serve the shareholders. And I suspect that the company will prosper without them – as long as good candidates can be found to replace them.

But our independent directors should have stopped him. Are they just there for show?

FWIW, TW incorrectly states in his bearcats this evening that Martin Hunt should have been up for election this AGM as he has already served three years without re-election. In fact, all the directors were re-elected at the 2024 AGM – the agenda for which included the following:

"Resolutions 4 to 8 – to re-appoint an existing director retiring by rotation

The Company’s Articles of Association require that any director that has either (i) not been re-elected at

either of the preceding three annual general meetings or (ii) has been appointed as a director since the last

annual general meeting shall retire and offer themselves for re-election by shareholders. Notwithstanding

this requirement, the Directors have determined that each of them will stand for re-election on an annual

basis in accordance with recommended best practice and in line with the principles of the UK Corporate

Governance Code."

So why have SBTX now abandoned the QCA code which they claim still to adhere to?