Member Info for TheTrotsky

skier1, "... dividends suck money away from future R&D investment .."?! Of what relevance is that to mainstream banks for chrissakes! I don't totally disagree with your cannibalisation argument i.e. that, to an extent, dividends are currently being paid out from an erosion of capital. Value investing is out of favour. I would take issue with your suggestion that you could have made more money by investing in the S&P500; the reality is that you could have made a lot more money just investing in the S&P10 or the S&P5 - primarily the FAANGs (the rest of the S&P500 has been just as much dross as LLOY when it comes to capital appreciation over the last, say, 20 years). Personally, I don't agree that "growth" companies are the future; I think a lot of them are overhyped and trading on unrealistically high multiples. The idea that the likes of Uber, JustEat, Deliveroo etc. will generate $billions of profits in the future is just a pipedream; in the meantime, they just devour capital with little or no expectation of any tangible return now or in the future.

So I am the good guy then? Gotham's finest. LOL! That must surely make you the Penguin ;-) LOL!

Jimmyg1, I would hazard that CC can't buy any shares if he is aware of any information that might materially affect the sp; it's called insider trading. So, thet fact that he's not buying (or selling) that we aware is, perversely, probably a good sign (or not). Make of that what you will ;-)

An RTO? Really? The directors are proposing an MVL (and I've only just noticed that in the last paragraph of the corporate update that the directors state that any distribution is unlikely to exceed 0.2pps; so you won't even come out with a profit if you bought at 0.3pps). Where in the RNS pray tell is there any mention of an RTO? Beyond your pure conjecture about why PH bought 10%, there is absolutely no evidence to support an RTO. So, no, this deramper will not be quiet while you try to fleece other unsuspecting PIs.

The real profit here is for the rampers to try and push up the price by making spurious, unsubstantiated claims and then selling out before the SHTF.

Smarty, I'm probably going to have to duck out if the share price drops much further; I'm spread betting and have already lost a few £k and don't want to pay any margin call. What really irritates me is the possibility that Carver is sitting on good news.

Regardless, I will probably sell out following the next update; I can't be dealing with or holding shares in a company where the Chairman or CEO have a total disregard for the interests of PIs. I've seen it before on the likes of Dana, Wiggins and more recently Versarien; it generally ends badly (eventually).

neil777, Beware of Tulipmania! I didn't say that there wasn't a profit to be made if you bought ITS at 0.3p. What I've been saying this morning is that, assuming there is an MVL and a distribution of its remaining assets, there is no profit to be made buying at 0.6p as some have been wont to encourage others to do (the Pump'N'Dumpers) because its distributable assets are unlikley to exceed 0.48p (c£250k), at best, based on last weeks RNS (in which the directors stated it had cash of £516k and liabilities of £231k plus its ongoing costs).

I would agree that there might indeed be more value to ITS if somebody has a mind to use it as a SPAC but IMHO that's unlikely but not an impossibility. QED if you bought at 0.3p then there appears to be some sense in holding for the MVL (with the potential upside of a SPAC) but if you are buying at 0.6p you are wholly reliant on a SPAC to make any profit.

If somebody wants to justify why ITS is currently worth 1p or more I'm all ears but, thus far, all I've seen is unsubstantiated hype. Likewise, if soembody thinks I've got my figures wrong, then I'll listen to their explanation and apologise if my figures are proven incorrect.

I strongly disagree with Pump'N'Dumpers who try to promote a de facto Ponzi scheme to take advantage of the naive or the less financially literate.

scmdcyp, You clearly haven't read my posts on IBPO. It's an even higher risk Pump'N'Dump. Basically IBPO boils down to whether you believe Aggarwal can be trusted because all of the current minority shareholder protections will be stripped away when it delists. Several posters on IBPO have said that Aggarwal has a long record of acting honourably and I have no reason to doubt their sincerity but IMHO if Aggarwal intended to act honourably he would have made an open offer for all the shares he didn't own rather than delist IBPO. There is a possibility that he will see fit to treat the minority shareholders fairly but in my view, given all the changes that will come into effect when it delists, there is probably a 1% chance at best; he's loaded the deck in his favour (you don't do that unless you intend to take advantage).

Earl, New listings obviously aren't cheap, so acquiring an existing cash shell may appear to be too good an opportunity to miss but if a company's has sold it's business there may be some skeletons in the closet that might crystallise a liability in the future. Part of the reason third parties like to buy businesses, rather than companies, is that they can leave all of the potential, unidentified liabilities behind in the company. So, any potential purchaser (particularly one who might want to promote a SPAC) is probably going to want to do due some diligence before acquirng such a cash shell. A new listing may be more expensive but you can at least be certain that there are no skeletons in the closet.

What type of liabilities might be left behind in ITS? Well, off the top of my head, having been involved in the fashion industry there is a possibilty that ITS, amongst other fashion retailers, could be subject to (say) a "slave labour" class action at some point in the future. I'm not suggesting that ITS has been involved in slave labour or that such a class action is likely but, by the nature of its previous business activities, there is a possibility and this is just one potential risk that is at least evident (there are other risks that may only become apparent many years down the road). This may sound outlandish but there are many companies today that were involved in the installation of asbestos back in the 1970s and prior, and which have since moved into other business sectors, that have only now in the last (say) 15 years become aware that they could potentially be sued (even though at the time there was no perceived risk).

I'm just sick and tired of Pump'N'Dump merchants spouting lies and falsehoods.

There is no value here over c0.4pps (assuming that you might clear 0.5pps; no point buying if you can't make a profit).

Muppets are as muppets do. If the "muppets" want respect, they should actually look at the numbers rather than spouting figures of the tops of their heads that have no grounding in reality.

Poorinvestor, you really are an idiot. Maths clearly isn't your strong point.

Patience? FFS! I've been waiting over three months for an update on 802! I think I've been more than patient! Meanwhile the sp edges down (yet again).

Don't PIs have any say in the election of the Chairman? It strikes me that if he can't/won't fulfill his fiduciary duties to ALL shareholders then we ought to be trying to oust him and finding another Chairman. Just my pennyworth.

PH bought 10% on 27 April when the share price was sub-0.3p i.e. when ITS was valued at c£156k. Unlike the muppets on here, PH can do the maths; they'll probably make a£5k-£10k profit on their 10% stake.

Why don't people read the RNS before making outlandish claims?! It may have had £516k of cash but it also has £231k of contractual liabilities i.e net assets of £285k. £285k divided by 52m shares makes c0.55p and that will only get worse as it clocks up more costs up to closure. A 1p payout is never going to happen. You'll be lucky to get 50% of that.

What bigger game? SPAC? Not going to happen IMHO.

Poorinvestor, I suggest you get out a calculator. It had net assets of £285k at the end of April and, ven if the spend drops to £16k per month as 404x suggests, there unlikley to be more than £250 to distribute and it's now valued at £362k!! These shares are the definition of NOT cheap!!

Also, before anybody suggests that it might be an appropriate vehicle for a SPAC, don't forget that its still lumbered with the possibility of liabilties arising from its previous trade. Instiutional investors aren't going to touch it with a barge pole; it's quicker and easier to set up a new SPAC without having to do any due diligence.

At 25 April ITS had net assets of c£285k and is currently spending c£40k per month. It currently has a market value of £257k. Do the maths, after allowing for costs, there's unlikely to be much more than £200k to distribute to shareholders. You are currently looking at a negative return (breakeve at best if they can drastically cut their monthly outgoings).

Mandoo, On what basis? Provided IBPO complies with company law and its Articles, minority shareholders don't have a leg to stand on.

Having had a quick gander at a synopsis of the UK Takeover Code, I do see that the code does actually apply to BOTH listed and unlisted public companies (and some private companies) which have their registered office in the UK, Channel Islands or the Isle of Man which are considered by the Takeover Panel (the “Panel”) to have their place of central management and control in the UK, Channel Islands or the Isle of Man (or its shares are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man).

So, despite it still being a public company registered in the Channel Islands (Guernsey), once IBPO delists it would no longer be subject to the UK Takeover Code because (as set out in the RNS) it has no business operations in the UK, Channel Islands or the Isle of Man AND its place of central management and control (based on the current constitution of the BoD) will be outside the UK, Channel Islands or the Isle of Man. The fact that IBPO remains registered in Guernsey is irrelevant. As it stands, the UK Takeover Code only currently applies to IBPO becasue its listed.

The implication in the RNS (the BoD states that the UK Takeover Code will no longer apply to IBPO after delisting) is that the proposed Matched Bargain Facility, whilst it lasts, would not constitute a UK multilateral trading facility. This may or may not be correct (in my view the Matched Bargain Facility would constitute a trading facility, of sorts, but I don't know whether it would be deemed to be a UK multilateral trading facility).

Have a look at the attached: https://www.thetakeoverpanel.org.uk/wp-content/uploads/2022/03/Note-to-advisers_-re-registration.0322.pdf

I haven't got an axe to grind here. I'm merely stating that I would not rely on any courts being able to protect the minority shareholders given that Aggarwal (by virtue of ontrolling more than 75% of the votes) would be legally within his rights to change the Articles (if he so chose) and that the UK Takeover Code would not apply (unless the BoD was reconsituted with primarily UK-based directors). Furthermore, the cancellation of the Relationship Agreement means that there will be no further obligation for transactions with related parties (Aggarwal and/or businesses he controls) to be conducted at arm's length and on normal commercial terms (which basically means that profits can, in effect, be legally diverted to the related parties, if Aggarwal so chooses).

I reiterate again, if Aggarwal intended to treat the minority shareholders "fairly" he would not have pursued a delisting; he would have, instead, made an open offer for the shares he didn't already own and taken the company private.

Mandoo, You say "... whether publicly held (listed) or privately owned (unlisted) ... it’s illegal for a majority shareholder to intentionally prejudice the position of a minority shareholder". Those protections come from the LSE's listing requirements and the UK Takeover Code, neither of which will apply after IBPO delists. These regulations were enacted to ensure that minority shareholders in listed companies were treated pari passu with majority shareholders.

The only protections afforded minority shareholders in unlisted companies come from their Articles and the UK courts but, in Guernsey (see additional information below), the Articles can be changed by Special resolution (75% of members' votes) and the UK courts will no longer have any jurisdiction over IBPO once it's delisted.

Many jurisdictions do not have strong minority shareholder protections and there is nothing in law, beyond a company's Articles, to state that minority shareholders in unlisted companies have to be treated pari passu with majority shareholders.

So, no, it's not illegal but believe that fallacy if you will. I'd suggest that you check out IBPO's Articles but, because IBPO is registered in Guernsey, they are not easy to access (you can try this link: https://www.greg.gg/webLogin.aspx).

Based on a quick online search, I've established that there are four types of members (shareholder) resolutions in Guernsey; an Ordinary resolution (requiring a simple majority of the votes), a Special resolution (requiring at least 75% of the votes), a Waiver resolution (requiring at least 90% of the votes) and a Unanimous resolution (speaks for itself; 100%). According to the Guernsey Registry, alterations to Articles (only) require a Special resolution. Waiver resolutions primarily relate to Audit waivers, AGM waivers and Directors' Report waivers (but that list may not be exhaustive).

Gtx1, I suggest you carefully re-read what I've said before and actually pay attention.

For example, without the need for minority shareholder approval Aggarwal could exchange his existing Ord shares for 'A' Ords, giving him the same rights over capital but different rights over dividends. Going forward IBPO could then just declare a dividend to holders of the 'A' Ord shares. It's not uncommon to see different classes of Ord shares in unlisted companies being paid differing dividends. Aggarwal does not need 90% of the votes to affect these changes. IBPO and Aggarwal would be beyond the scope of UK law to prevent these changes.

As regards to agreeing a 90% discount with HMRC , that has absolutely nothing to do with delisted companies. It relates to share options being granted in healthy companies.

When are you going to understand that the minority shareholders interest is irrelevant. The 90% threshold does not prevent a transaction from taking place. The transaction can go ahead. The only difference to the purchaser is that if they don't get 90% acceptance they can't force the minority shareholders to accept the deal on offer and relinquish their shares. However, in practise, it makes little difference because the purchaser of Aggarwal's shares would have sufficient shares to exercise full control over the business without the support of the minority shareholders (most resolutions only need either 50% or 75% of the votes). The minority shareholders could be totally marginalised have absolutely no say in the running of the business.

There is no stalemate. Once IBPO delists, Aggarwal will have de facto 100% control of the business and can do whatever he pleases because all of the current minority shareholder protections afforded by the LSE's listing requirements and the UK's Takeover Code will have been stripped away. The minority shareholders would need at least 25%, if not 50% of the votes in many cases, to block Aggarwal.

I reiterate AXA isn't blocking; it's trying to maximise the value of its stake without flooding the market and demolishing the share price still further. If you want to buy the remainder of AXA's stake, they'd be more than happy to sell it to you for 70p and pursue Aggarwal through the courts for the difference.

You, on the other hand, don't have a legal leg to stand on for any shares you purchased since the RNS; you have been made fully aware (through the RNS) of all the potential risks once IBPO delists. Furthermore, nowhere in the RNS has Aggarwal given a commitment to treat the minority shareholders "fairly" after the delisting nor does the RNS state that the minority sharehodlers will continue to rank pari passu alongside Aggarwal as regards dividends, profits or any subsequent buyout (indeed it goes to great lengths to emphasise that they won't have any such guarantees).

Speculate all you please; caveat emptor applies.

Wids, Would have to disagree. According to the Times the US regulator briefly took over First Republic at the end of 2022, allowing it to enter into a loss-sharing arrangement with JPMorgan on the unrealised losses in its loan portfolio, which had built up from the rise in interest rates. First Republic's problems pre-dated the collapse of SVB and its demise was brought about by the problems in its own loan book and the subsequent run that followed the collapse of SVB.

I understand that First Republic's customers are primarily businesses and, extrapolating Charlie Munger's recent comments, I would hazard that First Republic's problems arose, in large part, from defaults on its commercial property loans. Munger suggests that American banks are “full of” bad loans as property prices decline. He doesn't think it's nearly as bad as 2008 but, nevertheless, US banks have lost significant amounts.

Berkshire Hathaway has large stakes in Bank of America and American Express. It also has interests in US Bancorp, Bank of New York Mellon and Citigroup. So Munger probably knows quite a bit about what's going on in the US banking sector at the moment.