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PMK Plus Mkts.

0.19
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Plus Markets Group Investors - PMK

Plus Markets Group Investors - PMK

Share Name Share Symbol Market Stock Type
Plus Mkts. PMK London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 0.19 01:00:00
Open Price Low Price High Price Close Price Previous Close
0.19 0.19
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Posted at 20/3/2013 06:07 by pjw1956
Morning harry & Old Thumper, I wonder who the Senior Independent Director and the Company's representatives were at this meeting

January 2012 Offer of Funding:

"During the third week of December 2011, the Company's CEO and Senior Independent Director met with the Amara board in London. At this meeting, the Company's representatives stated that the Company was in serious need of financing and that an amount of £2 million was required. On that basis, an offer of underwritten funding was prepared for discussion and sent to the Company via our advisors Markab Capital on 3 January 2012. The term sheet was explicit in that such financing was "in conjunction with Amara Dhari Investments Limited."

and who were the advisers here?

"when it became apparent to the Company that the other major shareholders did not wish to participate in such fundraising and that we were the only shareholders offering financing (with a condition of management change), discussions were promptly terminated. Astonishingly, the Company paid their advisers a fee relating to these aborted discussions!"

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This is worth reading for any new investors

Dear Sirs,

Plus Markets Group Plc (the "Company")

As one of the Company's largest shareholders, without whose funding the Company may have already ceased to exist, we are extremely disappointed at the contents of the announcement made on 8 June 2012, which we believe is inaccurate, and is a distraction from the very serious matters to be voted on by shareholders at the upcoming General Meeting and Annual General Meeting.

We do however, consider it necessary to address and respond to the points specifically referencing Amara in the aforementioned announcement.

Strategy and Formal Sale Process:

The assertion made by the Company that we agreed with the sale and overall strategy of the Company, as stated in the announcement, is inaccurate.

By way of background, the rationale for our investment in the Company in 2009, was on the basis that the Company's strategy would be to focus on the stock exchange ("SX") and to enhance its business by using the SX as a platform to promote tie-ups with other exchanges worldwide and to facilitate dual listings. To this end, given our substantial connections in the Middle East, we offered to provide the Company with regional offices, fund business development and marketing in the region, and provide bilingual personnel - all for the nominal sum of £1 per annum.

Following a substantive change of management at Plus, this generous offer was rejected by the Company. Our investment agreement contains specific obligations of the Company to open an office in the Middle East, to facilitate such a strategy.

We were also in discussions with several established stock exchanges located in high growth regions of the world, who were attracted to the idea of promoting dual-listings in London in conjunction with Plus. We brought this to the attention of Plus management, yet nothing was pursued.

As we expressed directly to the management of the Company, and later publicly in the press, we did not believe the strategy of pursing a Derivatives Exchange would bear fruit for Plus investors. We have been proved right.

With respect to our opposition to the proposed sale, our written correspondence to the Company's board and its advisors on 31 January 2012 (only several days before the Formal Sales Process was announced), could not have been more clear. We have included the text for clarity:

"....As we have expressed to both management and your advisors, as significant shareholders, we oppose any attempt to sell the business in whole or part (with the exception of a minority stake in either TS or DX), and will be very vigorous in opposing any such deal, if presented..."

We did not believe, as stated, that a sale of the Company, or its main asset, in whole or part, would generate adequate returns for shareholders.

Offers to Finance:

Following our initial investment, we made it apparent to the board in both verbal and written communication that we were willing and able to provide further financing should it be required. In fact, we made specific provision for future fundraisings within the Amara corporate structure.

We also wish to make the point that our initial financing was completed without the incurrence of exorbitant advisors fees in contrast to those fees which have been incurred by the Company more recently and in particular, in relation to the current proposed transaction.

Please also note that at the time of our initial investment, our directors and shareholders went through the full FSA regulatory process without complication.

Summer 2011 Offer of Funding:

We were approached by the Company's advisors in the summer of 2011, with a view to providing additional financing to the Company via either an underwritten private placement or an underwritten rights issue, whereby the underwriter(s) would cover any shortfall if other shareholders did not take up their entitlement. We expressed our willingness to provide finance, however, explained that any such financing was conditional on a change of management of the Company as we did not believe that such management had the capability to take the Company forward and make it a success.

When it became apparent to the Company that the other major shareholders did not wish to participate in such fundraising and that we were the only shareholders offering financing (with a condition of management change), discussions were promptly terminated. Astonishingly, the Company paid their advisers a fee relating to these aborted discussions!

Amara's shareholders, who were willing to participate in such further funding of Plus, include some of the most prominent and wealthiest names in the Middle East. There is not, nor was there ever, an issue with proof of funds either during our most recent discussions with the Company or when we provided the Company with the initial £5 million. We would have welcomed discussions and negotiations with the Company to have reached the point where the amount required by the Company specified, terms agreed and confirmation of funds was required.

January 2012 Offer of Funding:

During the third week of December 2011, the Company's CEO and Senior Independent Director met with the Amara board in London. At this meeting, the Company's representatives stated that the Company was in serious need of financing and that an amount of £2 million was required. On that basis, an offer of underwritten funding was prepared for discussion and sent to the Company via our advisors Markab Capital on 3 January 2012. The term sheet was explicit in that such financing was "in conjunction with Amara Dhari Investments Limited".

On 13 January 2012, we chased the Company as we had heard nothing from them since our term sheet was submitted. We have included the text for clarity:

"....I remind the board that our offer is not open indefinitely and we have had no substantive discussions with the Company to advance the financing since our offer has been tabled, despite the Company's critical funding requirements....."

On 20 January 2012, the Company finally responded in writing, suggesting a telephone call to discuss the matter further, stating inter alia, that their initial assessment of the capital requirements had been too low and that the pricing of our private placement offer was not high enough. The Company, however, did not specify any amounts that it believed it would require, nor did they suggest a price at which financing would be acceptable.

Thus, on 24 January 2012, a call was arranged between Amara and members of the Plus executive board and its advisors to discuss our offer of funding. During this call the general principles of a financing were discussed, including changes we believed necessary to ensure the Company's success. During this call management neither suggested a pricing level that it deemed acceptable nor outlined the specific quantum it required. We mutually agreed to continue these discussions the following day, with a telephone call being arranged by management and its advisors. No-one got back to us, so on 31 January 2012, we again chased the Company. We have included the text for clarity:

"...It has been almost one week since we last spoke, after having agreed on our call to continue the conversation the next day and begin to more fully discuss the terms of a transaction.

We have yet to have a meaningful discussion on terms and have not once had any sort of negotiation, despite our term sheet now being with you for almost a month.

For a company that is weeks away from potentially being put in the situation of an orderly wind-down by the regulator due to lack of capital, where all shareholder value will be destroyed, I find it astonishing that management have not engaged in substantive discussions with us.

It is quite clear that you have no interest in proceeding with a financing provided by us...."

Several days later, having failed to respond to our offer, the Company announced the Formal Sales Process.

Continued Offers of Financial Support:

On 5 March 2012, in written correspondence to the Company's advisors, upon electing not to participate in the formal sale process, we reiterated our offer of financial support. For clarity we have included the text:

"...We remind you and the management that we remain open to financing the Company, as an existing shareholder, through a placing. We would welcome a serious dialogue with the management of the Company to further such a transaction.

Further, as we have previously stated, we would be against any non-existing shareholder financing, particularly in light of several offers over the past two years to refinance the Company at much higher prices, which the Company had rejected. After rejecting these offers, we would take a negative view of any attempt to refinance the Company with outside shareholders, given the shares are at or near an all time low, as we believe the result would be a punitive dilution to existing shareholders, who have stuck with the business through this difficult period.

We are available at any time to discuss this matter and look forward to working together with the Company. Please bring this position to the attention of the Company's board...."

On 9 March 2012, having received no response to the above correspondence, we sent further correspondence to the Company's advisors. For clarity we have included the text:

"...It has been one business week since we sent you our invitation to discuss a funding solution for PLUS and we have heard nothing.

Given the precarious nature of the Company's financial position and our belief that it is not in the best interest of shareholders for management to sell or refinance the business with outside parties while the share price is near all time lows, we find it disturbing that yourself as advisor and management have not initiated any discussions with us.

The fact that management have not held any substantive dialogue with us as long term shareholders to discuss a financing when a firm term sheet was put forward by us in January (was on the table for a month and not once were terms even discussed), and further declined to engage in discussions with us after yet another invitation was put forward to do so, raises serious questions. These concerns arise particularly in light of the Company's desperate need for funding.

If management have a solution that they believe will satisfy shareholders and the business concerns of PLUS, it should put them to shareholders for discussion immediately. Absent that, it at the very least indicates uncertainty. Uncertainty creates risk. In case of PLUS, an RIE, risk should be minimised by the directors, acting prudently, by pursuing all avenues available to it to ensure the Company survives. We know management is not doing this, by failing to engage any dialogue with us regarding funding.

We cannot believe that other shareholders do not share similar views to ourselves. It is time that the management of the Company listen to its shareholder base.

As always, we are available to speak at any time and expect a timely response. Please bring this position to the attention of the Company's board....."

The assertion therefore that the Company was "not aware" of an offer of funding from us is untrue, as it is very clear that offers of funding were presented both verbally and in writing to the Company and its advisors.

It is also evident that the level of co-operation required from management to assist us in the production of a business plan (as required by the FSA and relating to a change in control should we have provided funding), was not forthcoming.

Management

As we have stated both privately and publicly, we believe that the actions of this board have directly led to the destruction of shareholder value, witnessed by the substantial decline in the value of our holdings since we have made our investment.

Accordingly, we have initiated steps to reconstitute the board, starting with our nominated director Ahmad Al Asfour (given this is a replacement procedure which is less complex than that under the Companies Act 2006). As the Company is aware, we put into motion Al Asfour's replacement on the board in early May, using the procedures under our investment agreement with Plus. The board is now in possession of a legal opinion noting that we, the board of Amara, have the authority to manage the business and have acted pursuant to that authority to remove Al Asfour. Amara's directors, Ahmad Al-Omani and Spencer Wilson, constitute the board of Amara, and have been the sole directors since its investment in Plus.

Conclusion

We would like to reiterate our view that the management of the Company should be focusing all of its efforts on the substantial task of creating and preserving shareholder value, rather than releasing press statements which are derogatory to the very shareholders who have historically provided much needed financing, without which the Company may not exist today.

We are appalled that executive management have agreed to take "enhanced" payouts of £423,000, for selling shareholders' business for £1 and call on management to waive those payouts.

Moreover, we consider the expenditure of £960,000 of shareholder funds on professional and advisory fees to sell the business for £1 as incompetent, particularly in light of the fact that the main reason for the forced sale of the business is lack of capital.

Very truly yours,

Spencer Wilson
Posted at 14/2/2013 17:50 by harry f
I've had these discussion points ready for some time and thought over many of the angles so I'm ahead of you in my thought process.

Glad to hear you get what I'm saying on 4640, and thanks for the analogy to Nordic Energy..... keep an eye on this please and report back with any progress. One more thing, perhaps most notable of all and I forgot to mention is the "investigation" RNS of 28th Sept, no update thus far on this offers no comfort to the other side. Now if this "investigation" had finished and no wrongdoing was found then why don't they inform us? Think about this one, run it over in your head a few times.

4641..... Your perhaps right in saying £40k sounds low, good point....in comparison to other contracts it may be. But what confuses me is the following, that is it's clear to me the bulk of this if allocated correctly should have been directed at the "hearts and minds" of investors, whoever they are. Like I said in my last post £30k of the £40k seems reasonable.

So what can I remember which was allocated to this means?

Well Chapman was apparently visited (he did not want the visit, I think according to spreadbet magazine), when they the board went out, met him and discussed the proposals. They might have had a couple of the Wyvern in tow at a couple of thousands cost? I dunno. The story here.... 11th June posting.


Spencer Wilson and Amara seem to have been as good as ignored for a long time before the sales if their open letter is anything to go by, IMO minimal costs incurred here, maybe a thousand or two.

Bruce Rowan at the EGM appeared not to have spoken to them at all, you could tell that by the basic questions he was asking. IMO minimal or zero costs incurred here.

Close Brothers I don't think would need much convincing, after all they've toed the line all the way through, and ultimately even when the directors were booted out, apart from their votes, there was less than 3% support from remaining shareholders.

Sum of all of the above? Maybe £5k tops? Is that reasonable?

For the remaining shareholders I don't believe the official RNS' did much to convince them, describing the history of the company, how it got to this state and disclosing recommendations in BOLD font can't suck up say £25k, can it?

So if effort to win the "Hearts and Minds" of everyday private investors took place then how did it occur?

As a starting point it's maybe worth looking at the ID "Raindancer" on the III board, specifically searching between 6th June and 30th June. Looks nothing more than a company PR machine to me intent on getting disgruntled investors to see things the way the company wants them to.
Posted at 14/2/2013 15:43 by harry f
Thumper

No problem I thought it might be too much of a "leap" to digest all at once.

What I'm essentially saying in 4640 is that as the silence continues the other side get no comfort from it. In contrast I get a lot of comfort from it, however I don't know what's coming down the line so this could be misplaced. Like I said a while back, the silence isn't necessarily a bad thing.

Like you I'm obviously happy to follow the lead of the major shareholders.

My feeling, as it has been for quite some time is CT won't reappear anywhere until some "comfort" materialises.



Post 4641 is a different subject and perhaps easier to conceptualise. It makes sense for the public relations to be directed/ allocated into the areas it is needed most, i.e there is a threshold level of acceptance they require for successful investor relations, so that everybody thinks in a similar vein to them.

Bearing that in mind this is what I think, looking at the constituent parts of the wiki extract.

A low allocation of resources would be required to "convince" the public of the proposal, there is no/ minimal link to the public and the public relations is just notification. Just think for example how different it would be if the news was "closing 100 post offices", then the public PR would be a lot more geared towards this. The press I feel would be very much the same.

Likewise I feel a low allocation of resources would be needed for partners and employees, after all isn't this just Cyril walking into the office, gathering everyone around and stating that if Icap buy SX half the company move to them, and (unbeknown to us at the time) the other half move to Forum.

Now "other stakeholders" is vague I think most notable in this respect are the 150 listed companies. They probably would have spent moderately, and perhaps informed each company via letter/ email of the proposal. That said, their influence on the decision is largely passive.

Finally we get onto investors and this I believe is the area if resources were allocated correctly would require the most "spend". Why? because if they don't say yes it doesn't happen, so I assume the bulk (lets say indicaively 3/4+ of the £40k) would be spent here trying to get the investors to agree to the proposal, which many including myself were strongly against.

Do you loosely agree with what I'm saying?

If you do then I have a question. If say £30k was spent in investor relations with the remit of "changing investor minds" to the company's point of view then how was this spent? There are various mediums to communicate this across, which ones do you think were used? and how did they get to a £30k bill?

Happy for others to contribute if they feel they can add value.

P.s. I've deliberately delayed mentioning this until now for reasons which will become evident later.
Posted at 31/10/2012 12:05 by pjw1956
ICAP launches new listing venue
31 October 2012 | 10:11am
StockMarketWire.com - ICAP (IAP.L), the world's leading interdealer broker and provider of post trade risk and information services, has launched ICAP Securities & Derivatives Exchange (ISDX), a listing venue for small and medium sized enterprises seeking access to equity capital to finance and grow their businesses.

This launch and rebranding follows ICAP's purchase of PLUS Stock Exchange in June when ICAP committed to supporting and expanding the listings venue. At ICAP's offices in London today a number of ISDX companies will present to an audience of investors, advisors, market makers and other stakeholders.

At the presentation ICAP will announce a series of initiatives which have been developed in close consultation with the market and draw on ICAP's extensive experience and expertise as a markets operator. These include:

the provision of increased liquidity to the market by the addition of two leading market makers, Peel Hunt and Shore Capital, which will make markets in ISDX's largest stocks to ensure the exchange operates as an orderly primary and secondary marketplace;

a focus on increasing the quality of the companies listed on the exchange, including the introduction of a new admissions framework in 2013, to ensure stricter common standards for companies joining ISDX and strengthen investor confidence;

and a new exchange website, www.isdx.com. This will provide real-time pricing information, news, account downloads and charting information and so allow companies to communicate more effectively with investors.

ISDX will allow companies to raise capital on the primary market and investors to trade shares in these companies on an active secondary market. The exchange will be a viable alternative listings venue to support the growth ambitions of SMEs, providing them with widespread exposure to their current and potential investors.

ICAP has established a new management team committed to the development and success of the exchange. This team is led by Seth Johnson, CEO of ICAP Securities & Derivatives Exchangeand member of ICAP's Global Executive Management Group.

Michael Spencer, Group CEO of ICAP, said: "As someone who has founded and grown a business I know how important it is to be able to access development capital. I'm very pleased that ICAP is providing SMEs with a well-run and well-supported listings venue, with a clear and transparent route to market, to support their long-term growth ambitions. SMEs are vitally important to the UK economy and ICAP is committed to developing ISDX for the benefit of the whole business and financial community."
Posted at 31/10/2012 12:00 by pjw1956
31.10.12

ICAP launches ICAP Securities & Derivatives Exchange (ISDX), the new small and mid cap equity listings venue for SMEs

London, 31 October 2012 – ICAP (IAP.L), the world's leading interdealer broker and provider of post trade risk and information services, today announces the launch of ICAP Securities & Derivatives Exchange (ISDX), the listing venue for small and medium sized enterprises seeking access to equity capital to finance and grow their businesses.

This launch and rebranding follows ICAP's purchase of PLUS Stock Exchange plc on 21 June when ICAP committed to supporting and expanding the listings venue. At ICAP's offices in London today a number of ISDX companies will present to an audience of investors, advisors, market makers and other stakeholders. Companies presenting are Bioventix plc, Central Asian Minerals and Resources plc, Chapel Down Group plc, Daniel Thwaites plc, One Media iP Group plc, Quercus Publishing plc, Shepherd Neame Ltd and Sprue Aegis plc.

At the presentation ICAP will announce a series of initiatives which have been developed in close consultation with the market and draw on ICAP's extensive experience and expertise as a markets operator. These include:

the provision of increased liquidity to the market by the addition of two leading market makers, Peel Hunt and Shore Capital, which will make markets in ISDX's largest stocks to ensure the exchange operates as an orderly primary and secondary marketplace;
a focus on increasing the quality of the companies listed on the exchange, including the introduction of a new admissions framework in 2013, to ensure stricter common standards for companies joining ISDX and strengthen investor confidence; and
a new exchange website, www.isdx.com. This will provide real-time pricing information, news, account downloads and charting information and so allow companies to communicate more effectively with investors.

ISDX will allow companies to raise capital on the primary market and investors to trade shares in these companies on an active secondary market. The exchange will be a viable alternative listings venue to support the growth ambitions of SMEs, providing them with widespread exposure to their current and potential investors.

ICAP has established a new management team committed to the development and success of the exchange. This team is led by Seth Johnson CEO of ICAP Securities & Derivatives Exchange and member of ICAP's Global Executive Management Group.

Michael Spencer, Group CEO of ICAP, said: "As someone who has founded and grown a business I know how important it is to be able to access development capital. I'm very pleased that ICAP is providing SMEs with a well-run and well-supported listings venue, with a clear and transparent route to market, to support their long-term growth ambitions. SMEs are vitally important to the UK economy and ICAP is committed to developing ISDX for the benefit of the whole business and financial community."

Seth Johnson, CEO of ICAP Securities & Derivatives Exchange, said: "The launch of ICAP Securities & Derivatives Exchange today is great news for smaller companies and their investors. Companies seeking to list will benefit from a clear and straightforward route to market. Investors will gain access to exciting growth opportunities and with market makers committed to providing liquidity, they will be able to trade these shares with confidence. We are committed to the success of this exchange and as an experienced markets operator, ICAP has the right skills and knowledge to make this the venue of choice for SMEs seeking equity capital."

Peter Harrison, CEO of Bioventix said: "ICAP has demonstrated they are committed to the success of this exchange as an SME listing and trading venue, which will give companies like Bioventix widespread exposure and access to capital. Creating a strong primary and liquid secondary market is extremely welcome and we are delighted to be able to benefit from ICAP's vast markets expertise."

Paul Stevens, Fund Manager at Octopus Investments said: "This is an important and dynamic part of the equities market that investors want to access. The ability to trade these stocks with low transaction costs and immediacy of trading makes this a very attractive market to invest through. ICAP's commitment to this market and to providing a liquid secondary market will ensure investors can trade these stocks with confidence."

Nick Conyerd of Market Maker Shore Capital said: "We recognise there is investor demand to trade stocks on this exchange and are committed to providing liquidity. In creating ICAP Securities & Derivatives Exchange, ICAP has responded to the need for an SME equity market that can function effectively alongside new European Union regulations and we are looking forward to working with them to make this exchange a success."

Tim Ward, CEO of the Quoted Companies Alliance said: "There are nearly 2,000 small and mid-size quoted companies in the UK, representing 85% of all quoted companies. Access to capital is one of the most important issues for our members. The launch of ICAP Securities & Derivatives Exchange is great news for all such companies. They are the UK's engines of growth and their performance will drive our future economic success."
Posted at 30/10/2012 09:27 by harry f
pjw. i dont know why you'd describe it as red flag or red mist, normally when somebody "surrenders" it's a white flag?

somebody said to me recently that they had to reason to believe "it looks like their home and dry". i disagreed with them and think i was right too.

i think people need to appreciate the problem here. some may have a preference for keeping their cards close to their chest and i can to some degree see that but everybody can't sit back expecting somebody else to work it out as if nobody does then it would go uncorrected. the new directors for instance can't give us the full extent of any future plans there may be because this is obviously price sensitive with whats at stake and for any potential involvement the fsa/ sfo may have. we know there will have been a fair few complaints to the latter.


i think squirrel makes a great point in #4058 and one which shouldnt be overlooked by any means. at the time as we've seen with #4021 and #4047 in particular when something irregular does occur we more often than not don't appreciate the significance of this at the time.

in the early days i sensed something was irregular here with regards trading. i presume some will have heard of trading clubs or whatever where companies hire desks to private investor traders and they sit together in a building while carrying on their own separate business. at first it felt like that, and it did so because of the pattern of trading.

what loosely would occur is that the share would be bashed, often "indefatiguably" by a number of id's and this would lead to increased selling and after this there would be a lull. (the share price hit a temporary floor) then what occurred a few times is there would be heavy buying, notable for 2 things. one was it would often be 9.50 - 10am and often it would be in tranches, so there might be 5*250k trades and 5*100k trades for example or perhaps more, all within the space of a few minutes. at say 2p a share, quite a significant amount.

with the low liquidity of this stock which we've seen on occasions in the past it doesnt take much to exhaust what the mm's hold. then what would occur is the bashers hold off for a while, and wait for others to buy in at a higher price as the share price has to "spike" to flush out volume. then when the speculation others had seen (and engaged in) due to the rising share price had run it's course (say after a 20-30% rise) the en masse selling would occur following a selling pattern similar to the buying pattern before the bashing starts again. at first this was done relatively "under the radar" but as time went on sometimes they were openly brazen about it. if you look in the right places you can definitely see it.

one by product of this however is the following, and perhaps of greater significance. say "the group" bought heavily at 1.75p, the resulting spike meant the share price rose to 2p and new investors bought in at that price. when the inevitable fall came later these new investors would then be sitting on losses and would bail out. in the future for them it was a case of "once bitten, twice shy". what this did over time is reduce share ownership. whereas back in early 2010 there might be 100+ investors this would probably be reduced to somewhere below 50, even maybe 30 by 2012.

if you think about it what this does is reduce any scrutiny which may arise in the future. for instance bruce who was sitting on 60million shares and has a lot to cover might only have the same amount of time to cover this as a personal investor holding 1million shares, so one could conclude from a scrutiny aspect there is a big difference between bruce holding 60million and 60 private investors holding one million each.

but what i could never work out is how the market surveillance system apparently for fraud detection, which i believe plus had from in 2010 never picked this up. this was a low volume share and there might have been a weeks worth (or more) of normal buying volume within a 5 minute period on a tuesday morning, say followed by a weeks worth of sell volume within a 5 minute period a week/ fortnight later. how did the surveillance system fail to detect this?

whilst #4061 is correct in the main, the first line i feel is not.
Posted at 17/10/2012 15:19 by pjw1956
Plus Markets offers investors acquisition strategy

Tom Osborn
17 Oct 2012

Plus Markets Group, which operated the UK's junior stock market until its sale earlier this year, has presented its shareholders with a new investment proposal that could offer them a chance to recoup some of their cash.

The junior exchange operator went through a breakup and fire-sale of its assets in June after failing to find a buyer for the group as a whole. Under the new proposal, it would use its shell listing as a vehicle for acquisitions, initially in the natural resources sector, according to a statement released to the London Stock Exchange yesterday.

The firm, which is still listed on the Alternative Investment Market, is proposing to pursue a strategy of investment "in any sector which the directors consider may potentially create value for its shareholders."

The directors' statement also said: "The directors intend initially to seek to acquire a direct or an indirect interest in projects and assets in the natural resources sector. However, they will consider other sectors as, and when, opportunities arise."

Shareholders noted that the wording of the strategy has been kept deliberately flexible. But it is understood that the firm's preferred strategy would be the reverse acquisition of a private company in the natural resources sector. A reverse acquisition involves the purchase of a private company by a listed one, with the aim for the larger firm being to gain access to a public listing.

Both of the bourse's new directors, Don Strang and Hamish Harris, are seasoned investors in the commodity markets. Strang joined the board in June, while Harris followed in July.

One shareholder said: "So many investment covenants are too restrictive for investment companies. I don't mind giving the directors carte blanche to invest in a company in which they can see value. The new directors' interests are firmly aligned with those of shareholders, and there are incentive plans in place to keep it that way."

Should the strategy be approved by shareholders at a general meeting on November 21, the new board will have until June 2013 to complete a successful acquisition. This is one year from the sale of its principal asset, the small-cap exchange Plus-SX, to interdealer broker Icap for £500,000. Under Aim rules, the firm has been classed as an investment company since the disposal of its last major asset, the derivatives platform Plus-DX.

The breakup and sale of the loss-making firm's assets prompted a bitter public spat between shareholders and Plus's former management team, with investors claiming they had been misled over the financial health of the company.

Another shareholder said of the new plans: "I can see this being voted through without much fuss, provided we're given a bit more information on risk and overheads. But it's a choice between that and winding the company up and returning cash to shareholders from net assets of about £1.6m – from a company that was worth many multiples of that a few years ago."

A third person with a stake in the company said: "I expect shareholders to vote the plan through. But it's hard to see any new acquisition making up for the value which has been eroded over the last three years."

The firm has also proposed a share split as part of the strategy, which would give it the flexibility to issue new shares should it need to raise fresh capital.

Both of the bourse's current directors are non-executive, making it likely further nominations will be made to the board by one of the group's major shareholders should the strategy be approved. Plus's largest shareholders are Australian investor Bruce Rowan and Middle Eastern investment syndicate Amara Dhari.

--write to tom.osborn@dowjones.com
Posted at 12/9/2012 06:10 by pjw1956
CarieScan to benefit from 3D restructuring proposal

Published on 12 September 2012

THE troubled story of Dundee-based imaging company CarieScan took another twist after its parent 3D Dental Imaging unveiled a restructuring deal involving the small companies' director Donald Strang, writes Tim Sharp.

The board of the Alternative Investment Market-listed company has proposed a plan for 3D to become an investment company. As part of the arrangement, £100,000 will be injected into CarieScan, which will be offloaded to a new company, owned by current 3D shareholders, for a nominal sum.

It replaces a delisting plan revealed on August 6.

If shareholders back the scheme, Mr Strang and one other will join the 3D board, and chairman David Snow and chief executive Graham Lay will quit.

The move comes after Mr Strang joined the board of Plus Markets, which used to operate the junior Plus Stock Exchange.



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3D drops de-listing plan to become investment vehicle

By ERIKKA ASKELAND
Published on Wednesday 12 September 2012 00:00

MINING investor Donald Strang is set to seize control of stock market minnow 3D Diagnostic Imaging after the firm abandoned plans to leave the Alternative Investment Market (Aim).

Strang will turn 3D into an investment vehicle and will hand control of Dundee-based dental technology subsidiary CarieScan to its current investors, along with a £100,000 cash injection.

He plans to raise £114,000 from new backers to fund the deal, which comes a month after Isle of Man-based 3D said it would de-list because it couldn't raise further money on Aim.

3D's board said yesterday that the deal came about after they looked at "alternative options to a de-listing, which have the potential to deliver greater value to shareholders".

Once the transfer is complete, 3D chief executive Graham Lay and chairman David Snow will step down from the board, but finance director Oliver Cooke is expected to remain as a non-executive director.

Last month 3D unveiled plans to slash costs by £60,000 per month as well as the de-listing. Shares in the penny stock plunged 54 per cent, despite assurances that the company had increased sales in the half-year.

Under yesterday's deal, Carie­Scan's assets will be "gifted" to its existing shareholders for a nominal sum as a private "newco".

Shareholders – including Scottish Enterprise, which has a 7.3 per cent stake in the firm – will maintain their stakes in the newco in the same proportion to their existing holdings.

Current investors will also hold 38.8 per cent of the enlarged share capital of Aim-quoted 3D, with Strang and his backers owning the rest.

Under the agreement struck by the 3D board, Strang will also cover "certain costs" related to the aborted de-listing, and will also provide an indemnity up to £75,0000 against the cost of the transfer of ownership.

It is not yet known what Strang – previously a non-­executive director at African mining giant Lonrho – plans to do with the listing, which will become a "cash shell" once Carie­Scan is handed to its investors.

Under rules established by Aim in 2005, cash shells – companies with a listing but no operating business – which have raised less than £3 million are required to make a "substantial" investment within 12 months of becoming a shell, or risk having their shares suspended.

The move by the board of 3D strikes an uncertain note in the company's already-chequered history. 3D had transferred to Aim from the Plus stock market in November 2010. The group bought its technology from the ashes of collapsed Dundee-based university spin-out Idmos, which was also listed on Aim but fell into administration in 2008.

Charles Barnett, a partner with accountancy firm PKF, said listing on Aim was better suited to companies with a market capitalisation of around £20m.

He commented: "Perhaps Aim is not the place for very small companies."

When 3D was admitted to Aim, it raised £2.7m in capital from investors and had a market capitalisation of just over £10m.

The costs to companies of being listed on Aim can be hundreds of thousands of pounds per year.
Posted at 06/6/2012 16:08 by pjw1956
Furious Plus investors claim they were 'misled'

Michelle Price
05 Jun 2012

Shareholders in Plus Markets, the embattled junior stock exchange, say they feel misled by the company's management over its financial health. The comments come amid growing investor anger over the proposed sale of the stock exchange to interdealer broker Icap.
Furious Plus investors claim they were 'misled'

Plus Markets announced it was winding down on May 14 after a formal sale process, announced on February 3, failed to produce a deal. Following the May 14 statement, interdealer broker Icap emerged as a bidder for Plus SX, the company's stock exchange business which principally comprises its recognised investment exchange license that allows it to list companies and products. On Friday May 18 Plus announced that it had entered into an agreement to sell the SX business to Icap for £1.

Speaking to Financial News, Richard Jennings, a private investor with a 2% stake in the company and editor of Spreadbet Magazine, said: "There is no doubt that the management categorically misled the market as to the finances of Plus Markets. At the time of the announced sale there was no mention that the company was running up against its liquidity buffer and that it would be forced to shut down if a sale was not successful. In an announcement in December the company said it was recruiting."

Simon Chapman, a private investor with a 3% stake, said: "From my point of view, I am furious with the Plus board for misleading the market about the health of the company. The first indication we got that Plus stock exchange was in trouble was the regulatory news service on 14 May announcing that it was being wound down. The regulatory news service on February 3 announcing the formal sale process included no warning that Plus stock exchange was at risk if the process were to be unsuccessful. In that regulatory news service there was no mention of looming closure and no mention of any risk in earlier (or subsequent) announcements either."

A spokesman for Plus Markets said: "We refute the comments and will reply formally by regulatory news service."

The deal - which will see the executive directors walk away with £423,000 in compensation between them, in addition to six months' salary, according to a circular issued by Plus Markets on May 31 - has provoked anger among several shareholders, who claim that the Plus Markets' management ought to have informed them prior to May 14 that the company would be closed were a bidder not found.

Chapman and Amara Dhari Investments, Plus Markets' second biggest shareholder with a 17.23% stake, jointly filed an ordinary resolution this morning with the company's chairman calling for the removal of Cyril Théret, chief executive of Plus Markets. An ordinary resolution is the means by which a director may be removed under UK companies law. The motion must be passed by 51% of shareholders.

In the resolution Chapman and Amara Dhari said: "We are...concerned that Mr Théret did not see fit to alert shareholders in advance of the formal sale process or upon its commencement, that there was a clear risk that Plus-SX would have to be wound down if the sale process were unsuccessful". Calls to Théret's mobile were not returned.

The resolution added: "We believe that this risk must have been apparent to Mr Théret on or before the date of the formal sale announcement on February 3, 2012 and yet that regulatory news service failed to mention the risk."

The resolution, which has also called for the removal of interim chairman Malcolm Basing, said that the message published by Plus Markets on February 3 gave the "clear impression that the formal sale process was a process to grow the company rather than one which, as subsequently became clear, was a final throw of the dice for a company which could not survive without a takeover or cash injection". Attempts to contact Basing were not successful.

Alan Barker, another private shareholder, told Financial News: "What went from 'SX is losing money and we're devising new revenue streams' quickly became 'we're selling the business'. There is too much unexplained."

On December 29 the company reiterated its commitment to its fledgling derivatives business and said it intended to recruit further staff in that unit. Jennings said that this message effectively created "a false market in Plus Markets shares between December and May 14".

Plus Markets has been loss-making since its inception in 2005. The company undertook a strategic review in February 2010 and in the following August said that it had two years of working capital left and that it was looking to increase revenues in order to break even by summer 2012. A source close to the situation said: "It's therefore clear that if they did not achieve increased revenues they would run out of money by August. The company's cash position was clear."

Chapman, Amara Dhari, Jennings and Barker have said they plan to reject the Icap bid at a meeting on June 18, despite a statement released by Plus Markets on June 1 favouring the Icap proposal. Chapman said yesterday that he believed small investors accounting for over 40% of the company's equity indicated they also planned to reject the deal.

Some shareholders hope that rejecting the Icap bid will force the management to fully explore a counter-offer made by Dubai-based Gulf Merchant Bank on May 31.

Speaking to Financial News on Friday, Spencer Wilson, a representative of Amara Dhari, a Middle Eastern investment syndicate and second-largest shareholder in Plus Markets with a 17% stake, said: "I see no reason to vote for the Icap bid." He added: "I continue to be shocked and disgusted at the way the management has run the business and I am surprised they have the gall to accept enhanced pay packages and that the directors won't waive their fees. They have spent £1m on professional and financial advisers to sell the exchange for a £1. I don't know how they can face shareholders."

Jennings said: "If Icap want Plus SX and it is clear that it has meaningful value to them, then they should pay fair value. There is no incentive for shareholders to vote this through and it looks almost certain that it will not be."

Icap declined to comment. However, one source close to the situation said that the payment of a £1 did not reflect the broker's full investment since it will be forced to spend around £6m recapitalising the stock exchange.

--write to michelle.price@dowjones.com
Posted at 07/5/2012 08:27 by pjw1956
The world's exchange hotspots

Tim Cave
07 May 2012

The island of Mauritius conjures up images of turquoise seas, pristine beaches and azure skies. The country's stock market is much less likely to come to mind. However, the Stock Exchange of Mauritius, based in Port Louis, is the unlikely holder of the title: world's fastest-growing exchange by trading turnover.

The value of equities traded on the exchange rose by 45% to $350m last year, compared with 2010, according to figures provided by the World Federation of Exchanges.

Vying with it for the top spot was the Saudi Arabian Exchange, also known as the Tadawul, which experienced a 44% increase in growth in the value of equities traded, to $291bn, in 2011.

The two markets headed a list of unusual contenders for the fastest-growing exchange mantle. National markets in Colombia, the Philippines, Korea, Russia, Poland, Peru and Malaysia all experienced above-average growth rates, of more than 20%, according to the WFE (see table).

Such stellar growth was all the more impressive given the sluggish state of equities markets in developed countries, with macroeconomic events such as the US downgrade and the European sovereign debt crisis pushing investors to the sidelines.

Three in every five of WFE member exchanges reported either a fall in equities traded on their markets over 2011, or a meagre improvement of less than 5%. Overall, the total value of equities traded across all WFE exchanges fell by 0.1% to $63.1 trillion.

Steve Grob, director of group strategy at technology vendor Fidessa, said: "Given that many Tier-1 venues experienced flattening revenues and volumes last year, the gains enjoyed by other markets appear dramatically enhanced. A country's exchange reflects the underlying health of the economy and those that performed the best generally came from humble origins, enjoyed strong economic growth and house large indigenous populations that are coming of age in their appetite for investment."

The WFE figures suggest that the high-growth markets are clustered around hotspots in Latin America, South-East Asia, eastern Europe and the Middle East.

While these regions have been dominated by the success stories of the two Chinese bourses, in Shenzhen and Shanghai, the Hong Kong exchange and the Brazilian giant BM&F Bovespa, investors are looking beyond these markets for greater diversification, according to practitioners.

Philippe Carré, head of connectivity for the global trading business at technology provider SunGard, said: "We are seeing a huge amount of interest in the smaller Latin American markets and even African countries, like Ghana, Nigeria and Kenya. It is not just emerging markets, it is the ultra frontier markets. Firms are coming to us and demanding access because they are global players and need the ability to trade anytime and anywhere. Alternatively, they may be a niche provider. Either way, the demand for access to frontier markets is growing."

The Colombian and Peruvian markets have been aided by a three-way trading alliance with the Chilean exchange, known as Mercado Integrado LatinoAmericano, or Mila. First announced in June 2010, it aims to provide domestic brokers with a single point of access across the three markets. According to one trader, this is a "nudge to the Brazilian exchange that they want to be seen as entities in their own right".

Alice Botis, head of Latin American business development at Fidessa, said: "All of the Latin American exchanges have been putting a lot of effort into improving their technology, offering low-latency trading and attracting high-frequency trading firms. Peru, for instance, is in [the] process of securing regulatory approval for developing electronic access to its markets.

"The rationale is diversification and more visibility to the region as a whole."

Unsurprisingly, regulation is also proving to be a driver of change. The post-crisis rules emanating from US and European policymakers are turning investors off these markets and emerging markets are welcoming them to their exchanges with open arms.

In a sign of institutional investor appetite into Saudi Arabia, the index provider MSCI said last month that it was reintroducing coverage of the national stock market in a stand-alone country index. The country's capital markets regulator has also signalled it is taking steps to open up its stock market to non-Gulf investors.

Hirander Misra, an exchange consultant at TRG Markets and a former chief operating officer of trading platform Chi-X Europe, said: "The Saudi market growth has been supported by rising oil prices and more speculation, given that there are strong rumours that the market will also open up to foreign investors, who currently can't directly invest in Saudi shares."

Regulation is also serving to open up long-held exchange monopolies and create alternative venues, helping to attract investment activity, in particular arbitrage-hungry high-frequency players. Regulatory authorities in South Korea, for example, are understood to be close to allowing alternative venues to compete with the Korean Exchange, for the first time.

Misra said: "There is big high-frequency trading interest in Korea at the moment as it is the fourth largest equity market by turnover in Asia and is by far the biggest index options and futures market in Asia, with over double the notional turnover of that in Hong Kong. As a result, the pie is getting bigger, because of the arbitrage opportunities that currently exist across the single exchange, and those that could exist in the future."

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