Avi Global Share Discussion Threads

[trojan] 17/2/2005 07:45

Looks to me as there were quite a few ways that the business could have been saved and that Jez was so afraid of this happening the subs were rushed in to administration before it could happen!!!

[darrens] 16/2/2005 21:20

"In addition to the lack of signed games, it became apparent that an anticipated payment of approximately £500,000 from the Inland Revenue would not be forthcoming in the time scale envisaged, if at all"

wtf?

[rdpounder] 16/2/2005 19:57

"The Company currently has a deficiency of assets and, based on the information received from the Administrator, this position is unlikely to change in the near future, if at all. It is extremely unlikely that, after payments to creditors, there will be any surplus available for shareholders."

Store this part in your brains folks. As you'll soon see, they seem to have money set aside for certain "extra-curricular" activities, whilst maintaining that there's nothing left for us loyal shareholders! All I can say at the moment I'm afraid.

[stephen4] 16/2/2005 17:23

This came with the notice of meeting.

"Dear Shareholder


As stated in the 2003/2004 interim accounts, the completion of all the Group's (Argonaut Games PLC ("the Company") and its subsidiaries) major development projects in autumn 2003 meant that, in addition to continuing the development of the major Catwoman project, the Group needed to enter into new development agreements in the second half of the financial year. We further stated that market conditions were very difficult and in particular commissioning of new games by publishers remained subdued. It was notable that the decision time taken by publishers to progress from the showing of a demo to final commitment to contract had lengthened dramatically thus obliging the Group to fund increasingly larger sums on work in progress on unsigned games.

During this period the Group prepared demos and pitched for no fewer than 13 different projects. It is a credit to our development teams that all of the Group's pitches were very well received. However due to the subdued nature of the market, by July 2004 these 13 projects had been whittled down to three major projects in an advanced stage of negotiation and four in the early phase of discussions with publishers. Throughout the year the Group retained its very tight cost control procedures, reduced its headcount and closed its development studio in Oxford.

During July the Group agreed all principal terms with its publishers for three new games; Heavenly Sword, which was being developed by Just Add Monsters Limited ("JAM"), Roll Call, which was being developed by the Edgware studio of Argonaut Software Limited ("ASL") and Zorro which was being developed by the Sheffield studio of ASL.

At the end of July, just prior to signing a development agreement, the publisher for Heavenly Sword informed the Group that on instructions from its US headquarters it was no longer willing to proceed with the transaction.

On 2 August the Company issued a statement that, in view of the delay in signing development contracts, the results for the year ended 31 July 2004 would show a loss in the region of £6m.

Whilst trying to resurrect the original Heavenly Sword deal on revised terms the project was introduced to a second major publisher which expressed serious interest and moved quickly to carry out due diligence. By the end of September principal terms were agreed but unfortunately, on 15 October, when the development agreement was almost ready to be signed, the transaction was overtaken by the suspension of the listing and the publisher withdrew.

The Roll Call development agreement was signed with SCI on 4th August and work was progressing on this game in accordance with the contractual terms when ASL went into Administration.

The Zorro game had been under discussion with a publisher for a very considerable period. However by the end of July, when pushed for the contract to be signed, the publisher informed ASL that it had been unable to raise the financing it had anticipated and therefore had to withdraw from the proposed deal. ASL, in conjunction with the owner of the intellectual property in Zorro, sought a new publisher and serious discussions continued through August, September and October. By 22 October it became clear that the chances of signing a development agreement in an acceptable time scale, if at all, had disappeared.

During this period the Group continued negotiations on other projects but publishers withdrew interest in all but one game. In the case of the remaining game, negotiations were continuing when the listing was suspended.

In addition the publishers of Malice and Powerdrome for the PAL regions did not comply with their contractual obligations to provide royalty statements and payments.

During this period the board explored options relating to realising value from the remaining subsidiary, Morpheme Limited ("Morpheme"), a developer of mobile phone games but these discussions were protracted and proved inconclusive.

At the time of the suspension all subsidiaries, including Morpheme, were trading at a loss and cash negative.

During the year, the Company had been contacted by a group of US investors who were attempting to put together a group of US and UK games developers to eventually float on NASDAQ. By the beginning of October it became clear that, even if this proposed transaction could be concluded, it could not be concluded in a time scale which could rescue the Group.

Several months prior to October the board had identified the need for a cash injection and, in conjunction with its professional advisors, had been at an advanced stage of finalising arrangements for a bank bridging loan to be followed by a Rights Issue. During the period immediately prior to 15 October, as indicated above, the Group suffered further delays in the signing of games as well as the withdrawal of interest in other games. In addition to the lack of signed games, it became apparent that an anticipated payment of approximately £500,000 from the Inland Revenue would not be forthcoming in the time scale envisaged, if at all. The combination of these factors meant that the bridging loan/rights issue proceeds would have to be used to fund past obligations and would not be available for working capital. It therefore became clear that it was not possible to proceed with the cash raising arrangements, as the Group would still have insufficient funds to trade. As soon as this became known, the board issued the release of 15 October announcing the request to the London Stock Exchange for the listing to be suspended.

Simultaneously, the board consulted two firms of insolvency practitioners for advice. As a result, the boards of the Company's three trading subsidiaries entered into discussions with one of the insolvency practitioner firms, which led those boards to appoint Administrators to the three companies on 22 October. On 22 October, Mr Jez San and Mr Ronnie San resigned as directors of the Company to enable them to attempt to rescue the subsidiary businesses. The Administrators of JAM and Morpheme announced on 29 October that, after approaching over fifty prospective purchasers, they had sold the businesses to purchasers associated with Mr Jez San. On 22 October, the staff at Sheffield were made redundant as a result of the collapse of the Zorro deal, and at close of business on 29 October the Administrator made the staff at Edgware redundant due to the lack of funds to continue paying them whilst a buyer for ASL's business as a going concern was sought.

Argonaut Games PLC was not in Administration although it had no funds to meet any new obligations. It was therefore dependent upon the goodwill of its professional advisors to enable it to receive ongoing advice. The remaining executive and non-executive directors have not been paid since September but have continued in place for the time being to enable the Company to assess its future prospects. Apart from its shareholdings in its subsidiaries, which have no value, the Company has a substantial debt due from ASL . The Company has no tax losses, as all trading losses were incurred in the subsidiaries. Any future royalties arising from past games are due to the companies in Administration.

The Company is the principal creditor of ASL, which in turn is the principal creditor of JAM and Morpheme. The board of the Company has been awaiting an indication from the Administrator of ASL as to whether or not, after the payment of preferential creditors, there may be a dividend receivable from ASL.

The board now understands from the Administrator of ASL that the likelihood of a dividend is slim and if a dividend was forthcoming it would not be material. The Company currently has a deficiency of assets and, based on the information received from the Administrator, this position is unlikely to change in the near future, if at all. It is extremely unlikely that, after payments to creditors, there will be any surplus available for shareholders.

In the circumstances, the board has been advised that it should now move to protect its creditors and seek to have the Company enter into a Creditors Voluntary Liquidation. This requires the approval of both shareholders and creditors. The relevant notice is attached.

Yours faithfully

The Board of Directors."

[gazzastrip] 16/2/2005 09:18

ok, i will be attending the EGM and it would be nice to see as many disgruntled shareholders there as possible-although they have called it in a venue that is not exactly user friendly!

So can we have a quick show of hands as to who will be there,cheers

[dani14] 15/2/2005 15:08

Thanks Daisy for your post number 66 with the aerial photo - I'll know where to park my helicopter !!!

[harry punter] 15/2/2005 11:36

many of you punters going to the meeting ?

[daisy777] 11/2/2005 19:13

Addendum to post no 41 of 8 Feb'05 - 00:43:

A letter from my stockbrokers arrived today, but without a voting slip.

It turns out my shares are held with others in a block holding and if I want to use my voting rights and go to the EGM, I need to apply in writing (and time is limited), otherwise the rights aren't used. Arrangements probably differ between Nominee Accounts/Stockbrokers.

In the letter, it doesn't mention whether Argonaut Games PLC is 'in administration' - this term is applied to Argonaut Software Limited. I couldn't get confirmation and Companies House hadn't received anything. Around the 18 Oct 2004, the 50 sales packs that were being sent out to potential purchasers were sent by administrators, this must have been a prior arrangement as administrators hadn't actually been appointed to the subsidiaries, until 22 Oct 2004, and that wasn't announced until RNS 4361E of 25 Oct 2004.

[daisy777] 11/2/2005 02:58

ArtsDepot - Getting There:



Multimap - Map:



Multimap - Aerial Photo:

[harry punter] 10/2/2005 12:09

just past the 2nd synagogue on the left punters

[daisy777] 10/2/2005 11:19

From IDGT's post (number 34)

EGM held on 23 February 2005 at 10:30am

The Studio Theatre
Artsdepot
5 Nether Street
North Finchley
London
N12 0GA

[gazzastrip] 10/2/2005 08:14

Thanks Daisy/RD,

my shares are held in a nominee account via E-Trade. I havent heard anything from them yet re an EGM and i cant see that a date and venue have been officialy announced yet. Any ideas/info as i will need to get E-Trade to issue a letter confirming my holding and voting rights. If nothing else i will be going to thw EGM as an "angry shareholder" and urge others to do likewise.

[daisy777] 10/2/2005 01:52

Gazza & RD, thanks for sorting this out.

[rdpounder] 09/2/2005 20:52

Gazza, we've got it now, cheers

[gazzastrip] 09/2/2005 17:32

Daisy,i sent it by post to the address it gave on the email i received.

[daisy777] 09/2/2005 13:39

Hi Gazza, for verification, please reconfirm by email that you sent your reply slip/details to the AGSAG - using the same email address as before helps, thanks.

[daisy777] 08/2/2005 21:59

Gazza, you need to send your reply slip to the email address on the reply slip (not the Yahoo Groups area), thanks. Sending from a BT email address, can delay it by two days.

[jiggle] 08/2/2005 19:11

Harry, if you want to be useful, get on to your mate you're always on about and get him to register with the AGSAG the people he represents and to contribute to the ongoing work they are doing.

[harry punter] 08/2/2005 18:34

off topic but worth a look imo

all the news does look very exciting for cenes -- its surprising that we are not seeing more buying this is because few brokers produce research on smaller company's like cenes to date --CeNeS still has over £11ml.cash and is now on the brink of completing a five year programe with its new pain relief drug developments --that should soon enable CEN to earn millions of $£'s over the next few years ----the city will eventually wake up to CEN or watch them get taken over by glaxo/smith kline or a u.s. major -its only a question of time before these shares go through the roof -- eventually having taken all the risks and costs in developing this latest drug --it now seems far to tempting a morsel for the major players not to act soon --as we are talking a billion plus world wide market for this pain relief drug thats an alternative to morphine and CeNeS is way way ahead of everyone else in the world -----the stakes are not very high at 8p a share --oh and the company is run by former glaxo executives so they are capable and know what they are doing --well worth a look in my humble opinion

yes i am bullish and i am a buyer --and i am talking my book because the shares are going one way -UP

regards harry and the boys in dark glasses