Allied Minds Share Discussion Threads

[kooba] 24/3/2022 17:21

After hours correction on one factual inaccuracy..if i were on the board committee i would be far more worried at describing a sizeable shareholder thus.. "Through its behaviour Crystal Amber has been a destroyer of value for all of the Company's shareholders."Having no role in the running of the company and just exercising a shareholders rights to hold the management to account..i believe they have stepped over the edge here. I wouldn't let that go personally. Other comments directed at CRS intentions also seem highly subjective and i doubt can be stood up. This attack on a shareholder (even an activist one !) is ill thought and desperate..not what one wants to see from a competent management who should be arguing their achievements and ability to deliver a long set strategy not badmouthing their shareholders. Since they have achieved sweet FA I guess they decided to try to play the player not the ball !!!

[baldguvnor54] 24/3/2022 17:14

Kooba- I agree that the only way out of a mess is for an agreement between the outgoing Board and CA for Rein and Failing to stay on until a new Board is appointed (a couple of months at most),
When you say "arrangements would be made" - this doesn't cover there being no Board, no Directors- Company Law kicks in not hope.
If Invesco back CA I would expect Rein and Failing to tender their resignations, delayed to be effective on the appointment of a new Board, and the EGM to be pulled.
How does the old saying go? "Always give your enemy a way out" ? right route is to effect a Board change without totally mucking everything up by having no Directors.
If Invesco back Rein then I would expect CA to come straight back with a new resolution, but this time with some nominated board candidates
What a mess this is

[baldguvnor54] 24/3/2022 14:33

Kooba- well aware of all the arguments against Harry- most of us agree with most of them. What CA have not done is explain what happens immediately after Rein and Failing quit/ are booted off. How does a company run (from a legal sense) with no directors. What is the process to put in place new directors (answer- another EGM- a three week delay- almost certainly suspension of the shares- and with no legal responsibilities being held by anyone a company unable to function).
This isn't about is Rein any good- this is about Rein and Failing going, and then what. Why did CA not at least address this? Even if they had proposed someone from ISIS we would know what was likely to happen.

[kooba] 24/3/2022 10:47

As to forming a new board I'm sure there are candidates and a better structure being considered..but repeat it is not for CRS to pick who runs the show it should be by consensus amongst leading shareholders to set something in place that can deliver on the stated strategy of monetising the assets..the current board has failed to sell or safeguard the assets and we are looking at another down in nav with the results due shortly. The nav has gone down as has the cash every year since the company announced its intention to monetise in 2019 ,this board has also serially misled on values and prospects imo..this last year has been nothing but communications of material up rounds and all on target...when it turns out anything but the case.Last January Spark was to be an up round ..instead it ran out of money..ALM on the quiet put another $500k cash in ..then announced they had sold it for $700k in illiquid private equity..how is this progressing things?? They have in effect just put $500k of cash into another illiquid investment..not the idea i thought??

[kooba] 24/3/2022 10:37

Oops ISS not isis..quite different i guess!

[kooba] 24/3/2022 10:36

Think that is what CRS is doing holding the management to account on behalf of their shareholders..the board of ALM currently consists of 2 mates..they are effectively the executives and the non executives there is zero oversight apart from shareholders.It is a crazy position for a listed stock and goes against much of the code...how isis whatever can approve such a situation of two directors who have other overlapping outside business interests working together as judge and jury of their nomination committee ,renumeration committee , audit committee etc etc is beyond me..there is no independence on the board which means they act together..the only independent has left the building having refused to be involved in the save Harry committee..what does that tell you.

[believer2] 24/3/2022 10:25

Totally agree with you baldguvnor- no directors could mean suspension then we are seriously screwed - also depending which way the institutions vote they will be doing so for the good of their funds - so they will way heavily the options available to them -

[baldguvnor54] 24/3/2022 08:11

Good points Kooba- I see AM have a statement on their website- assume that will be sent to us in some form.
Harry must be toast, be interesting to see if he has the common sense to stand down before he gets humiliated

[kooba] 24/3/2022 07:55

To be fair when CRS requisitioned there were 3 directors and they only sought Harry's removal..2 directors would have sufficed.Everyone involved will be aware which way the votes are going ahead of the date of the GM. If Harry is toast i would expect him to announce he is going and on a succession timetable that allows a consensus on a composition of the board and the GM be cancelled. If Bruce steps down because Harry is going just shows the allegiance of our senior independent director is to his mate Harry and not to the shareholders of ALM.This up on CRS website this morning.https://storage.googleapis.com/crystalamber-com.appspot.com/_downloads/Crystal-Amber-Fund-Limited-Allied-Mind-Plc-Statement-Final-Signed-2022-03-23.pdf

[baldguvnor54] 24/3/2022 07:38

Some good thoughts made. What I am bothered by is the immediacy. If Harry voted off, and Failing resigns, we have a company with no directors. CA have no right to appoint a director. So we have no Board- zero. At this point what happens? Who is responsible for running the company. Who is authorised to do anything. Do the shares have to be suspended? Do the auditors say "no one is in charge, there are no controls, etc etc".
It is fine saying directors will be appointed in due course- but what about the hours, days, weeks immediately after the GM? I do think CA have been slapdash in not addressing that- they should have nominated a slate of directors who could have broad support- my guess is this is one of the reasons why ISS are recommending its members to oppose the resolution..

[bobonumber1] 23/3/2022 18:56

I guess. But some sort of comms along the lines of " our recommendation/preferred option would be to .........Not entirely sure about whether the company could continue without directors and that is obviously a concern.

[kooba] 23/3/2022 18:06

Fair do's but any plan going forward would need to be consensus approved by other leading shareholders it can't really be CRS plan in appointing all their own people to take over..that wouldn't work. Hoping some consensus on a new leadership is indeed being sought because this shouldn't need to go all the way to a vote.I think the requisitioner of the GM gets another opportunity to make comment so there may be more to go on ??

[kooba] 23/3/2022 17:55

See our second largest asset BC has lost it’s ceo..Barry Matsumori had led the business for 41/2 years. The holding is meant to be about 20% of the asset value of ALM and you would think it is something shareholders should know. It was Barry who presented to ALM shareholders at the CMD last April .The company recently appointed an investment bank to look at alternatives…all good no doubt !
So farewell Barry.
Feeling well informed as always!

[bobonumber1] 23/3/2022 17:38

I can only assume similar to last time. CRS possibly have an ally who has come onboard judging by the new names which could swing it in their favour. I will abstain again. I can't vote for Harry and equally can't vote for nothing.

[baldguvnor54] 23/3/2022 16:27

It all boils down to Invesco. ISS report may have some influence, but the rest of the institutional shareholder base is pretty thin. If Invesco vote to keep HR he will stay, if they vote to support the motion CA will win the day.
Anyone know what happens if CA win? Assume BF will resign so the company will have no directors- how will that work?
I expect CA will come out with a plan before the GM- currently we are all in the dark

[kooba] 23/3/2022 16:17

Iyad is having a nice time..get some orders and we might too.https://nextgeninfra.io/mwc-2022/

[kooba] 23/3/2022 15:57

Which way do you see it going ?

[bobonumber1] 23/3/2022 15:47

From all the form 8's it would seem 64% institution and 11% larger private holders. If that is the last of them to come.

[jotoha2] 23/3/2022 08:00

This clown of a chairman has presided over substantial shareholder value destruction , the sooner he goes the better.

[kooba] 21/3/2022 16:40

What is the point here davesailing thats old news ..he bought shares higher than they are now 8-9 months ago..note thats cents not pence. He earns over $150000 a year and is mean't to be a highly successful venture capitalist ..he has a relatively small holding that far dwarfs what he has taken from the business over 4 1/2 years, which i estimate to be $500,000 in fees..meanwhile the shares have fallen year on year.He joined the board 19th sept 2017..the shares were 154p.

[davesailing] 21/3/2022 14:50

13 Aug 2021 - Mr. Harry T. Rein Non-Executive Director, ChairmanBuy: 100000 shares at 0.35 USD per share.Total shares held 215,991

[kooba] 17/3/2022 09:06

As well as that Metage declarable interest a few new names just under the wire have emerged under takeover rules disclosures The real king maker is obviously Invesco though who have previously backed the management , whichever way they vote ( if it comes to that) would appear to carry the day.Hoping they have woken up and smelt the coffee.

[wbodger] 17/3/2022 08:30

There is a holder of 3.62% since March 8th: Metage Capital, whose holding would be enough to change the outcome of the HR+BF vote. (My suspicious mind looks for coincidences everywhere: at this point kingmakers can exercise influence by investing just a few million pounds. Metage's 3.62% would have cost them under £2 million.)

This is going to be interesting.