Auction Technology Share Discussion Threads

[silkstag] 24/6/2012 16:57

Arf, you forget that on 10-5-2012 Stinky Winks and Porkies Pearson suggested: "sale of the Technology division will realise sufficient funds to more than satisfy the LBG bank debt...If this were to be the case, the Company would become an investing company as defined in the AIM Rules for Companies and would seek shareholder approval for an appropriate investing policy". The truth at 10-5-2012 was that covering the bank would still have left ATG facing instant insolvent liquidation, because of the other net liabilities. Their suggestion otherwise was expressly a lie, not just deceit by omission, which is one of their two favourite flavours of deceit. The other being false over-valuation of goodwill to cover-up losses and the inevitable net liabiltiies at liquidation. I expect the 2011 accounts to prove me right on all of this.

[silkstag] 24/6/2012 16:29

2011 Accounts will be issued by 30 June else ATG shares suspended under AiM Rule 19. Noone should care what spin or deceit Winks/Pearson deploy. All previous misleading, deceitful or bullish statements have proven to be false. I expect the accounts to show: a) 2011 loss ballpark £10m (best case £8m loss). Stinky Winks and Porkies Pearson 20-1-2012 Trading Update suggested £5.6m loss. I expect the auditors to refuse to let them falsely over-value the goodwill again (which was apparently their plan). b) Consoldiated Group net liabilities ballpark -£3m. Hence about -6p per share liquidation deficit, made worse by liquidator and other fees.

[bozzy_s] 24/6/2012 02:34

Good research alexi re. Little Chef. It's that sort of effort that puts you (and Silkstag) in a better position than most when trading/investing. Everything is pointing to ordinary shareholders getting zero. Fact is, previously at least, there were holders on this BB who just refused to see the truth. That's natural. But very, very costly. Whether SS is right or wrong, shareholders won't like him. Just like Simon Cawkwell the shorter. Not universally liked, and not given the credit he deserves, because he spots bad companies and acts on that. Re these, if no results next week the shares will be automatically suspended (but not delisted yet). My guess would be results will be released and perhaps some re-iteration that 'there is little or no value for existing ordinary shareholders' - which is what most companies in this position would say. What do you reckon SS? Results + comment? Results without that warning? Or no results at all?

[alexi5] 23/6/2012 11:33

I have been doing some research and have read about Little Chef which Rcapital bought out of administration and then five years later put the company into pre-pack administration. When we get the RNS to say what RCapital's intentions are, if it does not mention a forthcoming administration, I would not be surprised if that is what eventually happens, as Silk says, whether sooner like Plowman Craven or later, like Little Chef. ATG's accounts have to be released next week or else they will be de-listed - is that right?

[arf dysg] 22/6/2012 18:10

SS, I thought the 10th of May announcement said that the sale of the technology division would raise enough to cover the bank debt. The deceit in that case was accidentally forgetting to mention unsecured creditors. Now they are saying that the sale won't cover the total debt. Well, that was expected because of the confidence with which they said that the sale would cover the £1.5m bank debt (while forgetting to mention the other liabilities). I read it as different words but not changing the position at all. What changes things is the announcement on the 19th of June. Since Lloyds have sold the debt to a third party, one must ask why. I assume that Lloyds think that that is the best and/or quickest way in which they can get (some of) their money back. It's a bit of a hint that they might not get the full £1.5m. The 13th of June announcement, on the other hand, simply says that a sale is going ahead without disagreeing with what was said before.

[bozzy_s] 22/6/2012 17:23

It's quotes like the above which make me 100% inclined to believe Silkstag. Making such strong comments he must be absolutely certain his facts are correct. Speaking of which, I notice Saud 'these are gonna be taken over, my mate in the city says so' did bail out - probably with the piddly little trade I mentioned above. He's also risking a lot of trouble to try and make a hundred or two quid, with lies and deceit. Needs his head examining! Like shoplifting from a charity shop!! Good to see a liar and an idiot lose nearly 50% in a day.

[silkstag] 22/6/2012 16:38

Arf, dear Arf, sweet innocent Arf. You are correct that Winks/Pearson used ambiguous misleading words on 13 June. But they have a history of deceit so it is logical to assume it was deliberate, to try to cover up their previous false expectations. Read the 10-5-2012 RNS carefully and then compare it to 13-6-2012. I expect a 2011 loss of ballpark £10m (best case maybe £8m loss). On 20-1-2012 Stinky Winks and Porkies Pearson said they expected £5.6m loss. They have had all the figures in front of them throughout. I have been trying to unpick their deceit and apparent crooked over-valuations of goodwill. Lets see who is closest (assuming the auditors dont let them fiddle the valuations again).

[arf dysg] 22/6/2012 16:06

SilkStag (451) "Forget the £1.5m Winks/Pearson said would easily be exceeded, then they admitted it would not." No - careful with the wording!!! Quote from RNS item: 13th June: "net proceeds will almost certainly not be sufficient to repay in full the Company's bank debt and other liabilities" It doesn't say "can't repay bank debt". It says "can't repay bank debt AND OTHER LIABILITIES". So the wording allows the possibility that the bank debt will be paid off, but not the other liabilities. Of course, all this theorising would be avoided if they had bothered to tell shareholders how much money would be raised by the sale. SilkStag (453) "epitaph on Adventis' tombstone." ...assuming there's enough money available to pay for the tombstone.

[silkstag] 21/6/2012 12:06

No. Even that question is a slur. I check the facts, check calculations and tell the truth. Not exactly Adventis house style! Adventis was spun out of Savills, who still are the largest shareholder and have a Director on the Adventis Board, Allan Collins. They have not invested a penny into Adventis since 2004. 'You can aim to spin the advertising company outside the estate agent into the rule of dirty directors. But you can't direct the dirty advertising estate agent spin inside AiM Rules for Companies'. I'm struggling for an epitaph on Adventis' tombstone. Any better suggestions?

[alexi5] 21/6/2012 11:05

What got you so interested in Adventis in the first place, Silk? Did you used to work for them or something?

[silkstag] 21/6/2012 10:36

Alexi5, RC eliminate competition and get the assets cheaper this way. Part of the plan is to roger the unsecured creditors. There is also some necrophilia of the ATG shareholders. What do you think the RC contolled company 'Hyena Ltd' will pay the Administrator for the Tech division goodwill? Adventis bought that goodwill for about £6.8m. Winks/Pearson said on 10-5-2012 they would almost certainly get much more than £1.5m for it. They admitted on 13-6-2012 they would get less than £1.5m (though they tried to hide it under ambiguous drafting). Plowman Craven had turnover about £7m pa so was very similar size to Adventis Tech division (£8m turnover). Plowman Craven Administration shows the RC-backed company paid only £20,000 for the goowdill; £1,000 for other intellectual property; £1,000 for contracts and £5,000 for the Plowman Craven name. Total £28,000. Forget covering Adventis ballpark £5.5m net liabilities. Forget the £1.5m Winks/Pearson said would easily be exceeded, then they admitted it would not. RC startpoint is ballpark £28,000. RC will want to use their £1.5m secured debt to devour the Adventis debtors. ATG shareholders have been dead for some time, but the debt sale from LTSB to RC will lead to the unsecured creditors being starved even worse. I have said it before but agree with other posters, this looks like Wrongful of Fraudulent Trading. It is improper and unlwaful to take services from trade suppliers when you know perfectly well you will not pay them, you are increasing the debtors by trading and the secured creditor will grab those extra assets. RC do not owe the unsecured creditors any duty of care so their stance can be 'we are hyenas and will grab whatever meat people let us'. Winks/Pearson are the people with the duty to protect the unsecured creditors' food. But they are too busy charging management fees, deceiving the stock market and lording over the group. Winks/Pearson do not care about defenceless trade creditors who won't do anything when they are starved, except complain to the Administrator (who RC will hire) - who will be polite but ignore them. Winks/Pearson are disgusting. It is more disgutsing that this is playing out while ATG shares are quoted. The shares are worth 0p. RC are fighting to minimise what p in the £ the unsecured creditors get. That is the only battle.

[bozzy_s] 21/6/2012 10:28

I'm guessing Saud's out (trade 165431 bought @ 0.514p just before he popped up here, then sold @ 0.3p this morning). Real bright investor that one!

[alexi5] 21/6/2012 09:31

Sell price just dropped to .30! I am interested to watch what happens here as I am trying to learn. By the way, Silk, why did RCapital not make an offer for the tech businesses outright? (ie. instead of going through the process of buying the debt and putting Adventis into administration in order to end up with the tech businesses)

[silkstag] 20/6/2012 16:53

BP, told you so! RCapital did a pre-pack Administration on Plowman Craven & Associates Ltd. RC bought HBOS senior debt, appointed Administrator on 9 April 2009 and same day trade and assets were sold to company under RC control for less than book value. Unsecured creditors were left behind. 30 months later, unsecured creditors received about 40p in £ (would have been less but statutory share as there was a floating charge, which did not get paid in full). Shareholders of course got 0p. RC controlled company changed its name to Plowman Craven Ltd. Original 'Plowman Craven & Associates Ltd' changed its name into Administration to PCH Realisations Number 2 Limited on 9 April 2009. Hyena maulling of old shareholders and unsecured creditors completed on 9 April 2009!

[silkstag] 20/6/2012 16:31

Unsecured creditors in Plowman Craven were hammered as expected. After 30 months waiting they eventually received about 40p in £ (which was the statutory minimum given there was a flating charge). They would have received less otherwise as that floating charge-holder also suffered a loss. Of course the shareholders, who rank below unsecured creditors, got 0p in £. But we all knew that. The same hyena team have moved in on Adventis. Wonder how this will end for shareholders? 0p? Yes, I think so!

[silkstag] 20/6/2012 15:40

Alexi5 and saud, the original company was called Plowman Craven & Associates Ltd. Rcapital bought the senior debt from HBOS, used a shell company to buy (syphon off) the trade and assets on 9 April 2009, leaving the creditors behind. They renamed the shell 'Plowman Craven Ltd'. Meanwhile, the original company, Plowman Craven & Associates Ltd, was forced to change its name to PCH Realisations Number 2 Ltd on 9 April 2009 having been promptly placed into insolvent Administration on 9 April 2009. Hello, pre-packed Administration!!!. [It moved into insolvent liquidation on 13 April 2010]. RC bought the trade and assets at below book value. They gleefully recorded 'negative goodwill' in the shell balance sheet. So the hyenas at RCapital are going to syphon of the tech trades and assets, just like they did with Plowman Craven & Associates Ltd. The shareholders got £0 and the unsecured creditors got hammered - i'll check what p in £ they got and revert. Amusing that Adventis shareholders and rampers are trumpeting a hyena knawing at the last meat on the Adventis carcass. Bad time for unsecured creditors. Shareholders have been dead for a long time.

[silkstag] 20/6/2012 14:34

Alexi5, if Adventis gets the £1.5m from the sale then they must appoint an Administrator or Liquidator who will promtly give the £1.5m back to RC as they are the secured creditor so have first claim on that cash. All roads lead to Rome. Adventis shareholders 0p. Adventis unsecured creditors are in worse trouble than before.

[silkstag] 20/6/2012 14:30

Alexi5 and saud, you cite the Plowman Craven 'Initially RCapital purchased the senior debt from HBOS...enabled a successful restructure'. I have checked what happened. On 9 April 2009 a dormant shell company with net assets of £1, part-owned by RC, 'purchased the trade and assets...and started to trade from that date". On 23 April 2009 that shell changed its name to Plowman Crvaen Limited. Note the creditors were not bought! That is exactly what RC did here and will do again. Use the senior debt to hive off the tech businesses into a shell company it part-owns. Other funders and tech management will also get shares in newco. Then newco will change its name to something similar to Second2 or bChannels or whatever. The word 'restructure' doesn't mean the shareholders or unsecured creditors get anything. It is a polite word for the secured creditor getting a solution. It is like the line in the film 'Disclosure' where the oily corporate lawyer offers the Michael Douglas character a 'sideways move' to Atlanta. The Donald Sutherland character says 'that is like offering a duck a sideways move to a l'orange'.

[vijay130] 20/6/2012 14:19

What do you think about TEX? It has made a maiden profit. Any idea?

[alexi5] 20/6/2012 14:17

If this forced sale happens pre-administration, then RC would not be buying it from themselves they would be buying it from the current company called Adventis Group!

[silkstag] 20/6/2012 13:45

Alexi5, LTSB sold its £1.5m debt to RC for say £1m. Adventis now owes £1.5m to RC. RC forces Adventis shareholders or the Administrator to sell the tech businesses to Hyena Ltd (owned by RC) for £1.5m. RC loan the £1.5m to Hyena, Hyena pays it to the Administrator, who then pays it to RC as the secured creditor in Adventis. The £1.5m goes in a loop from RC back to RC. RC's only cost to strip out the tech businesses is the original £1m it paid to LTSB. We are still on page 1 of the Hyena Bible.

[alexi5] 20/6/2012 13:38

'no value in Adventis shares' MEANT what it said, but since then the debt has been bought by a company specialising in turning businesses around. According to your theory, RCapital took on the debt (at an unknown price) with the intention of possibly forcing it into administration so their company can then buy it (if shareholders do not agree the sale). This means that RCapital will have to spend even more funds on Adventis ie. to buy the loan and to buy the tech businesses before they have even started to turn it around. This does not make sense to me. Maybe you are right and I am naive.

[silkstag] 20/6/2012 13:28

Alexi5, the shareholders get 0p on every scenario, as will be set out in the circular to them. Them approving the sale to Hyena Ltd will save some Administrator fees which slightly helps the unsecured creditors. If they dont approve it then the deal will go through 48 hours later anwyway. This is why Winks/Pearson admitted on 13-6-12: "...Technology division...net proceeds will almost certainly not be sufficient to repay in full the Company's bank debt and other liabilities...Directors consider that it is probable that there is no value in the Company's ordinary share capital...taking account of the ability of the Company to pay all creditors which will include consideration of an insolvency process". no value in Adventis shares' means what it says, as does 'insolvency process'.