Berkeley Technology Share Discussion Threads

[adam] 15/6/2010 18:00

They are effectively treasury shares. Trueger is treating the "Trust" as a treasury. The Trust is supposed to be there for employees and agents of the now defunct life/annuity business. There are now just 4 employees at Berkeley and the Trust is indebted to the company for over $60m. For the Company to 'lend' the Trust money to buy shares when it is in hoc to the company for so much and no chance of paying the money back beggars belief. The Trust gives Trueger de facto majority control of the company. The Trust can't pay the loan back, doesn't pay interest on the 'loan' and in reality has nowhere legitimately to vest the shares it owns. A sham Trust if ever there was one.

[hugepants] 15/6/2010 17:49

Thanks adam. I was wondering whether they had something to do with the ADR delisting. Do you consider these shares to have effectively been cancelled now as far as shareholders are concerned? The Trust shares have no equity value according to posts a while back (this question was posed to Whitehead).

[adam] 15/6/2010 17:19

> adam that wasnt you was it?

No. It was the ADR holders that did not transfer to UK shares and therefore were liquidated..

[hugepants] 15/6/2010 15:10

Xtera Communications Announces the Acquisition of Polariq Ltd

[hugepants] 07/6/2010 07:43

adam that wasnt you was it?

Id have thought a trade of this size would have to have been disclosed on AIM.

[stewjames] 07/6/2010 01:26

Where did they get them from, I wonder?

[hugepants] 06/6/2010 19:12

Yeah seems like it given the boy Trueger controls the Trust.

If my arithmetic is right the Trust paid only 3 cents (2p) per share for 3.4M ordinary shares.

On May 21, 2010 the Trust borrowed US$103,354.98 from the Issuer in
accordance with a Loan Agreement between EB Trustees Limited and Berkeley Technology Limited. The Trust purchased 3,445,166 ordinary shares of the Issuer in a private securities transaction with the proceeds of the loan. The Trust is now the beneficial owner of 16,529,847 shares of the issuer which represents 25.65% of the issued share class.

[stewjames] 06/6/2010 16:13

It increases Trueger's stranglehold still further.

[hugepants] 06/6/2010 14:40

Anyone have any idea what this is about

[hugepants] 06/6/2010 14:35

PROPOSAL 4 - AUTHORIZATION TO HOLD SHARES AS TREASURY SHARES

To authorize the Company, subject to the provision of the Companies
(Jersey) Law 1991, to hold up to 25% of its ordinary shares as treasury shares.

The Board of Directors unanimously recommends shareholders to vote FOR
this resolution, which will allow the Company to hold up to 25% of the Company's
Ordinary Shares as treasury shares.

PROPOSAL 5 - REPURCHASE OF SHARES ON STOCK EXCHANGE

A special resolution is proposed as special business, to empower the Company,
subject to the provision of the Companies (Jersey) Law 1991, to make purchases
until 30 December 2011 of the Company's own shares on the London Stock Exchange.
Purchases will not be made of more than 9,600,000 shares, less than 15% of the
total issued Ordinary Shares. Such purchases may only be made at a price not
more than 10% above, nor 10% below, the average of the middle market quotations
for an Ordinary Share derived from the London Stock Exchange Daily Official List
for the five business days before any such purchase is made.


The Board of Directors unanimously recommends shareholders to vote FOR this
special resolution, which will allow the Company to repurchase publicly less
than 15% of the Company's Ordinary Shares, subject to certain restrictions on
dates, amounts and prices.

[hugepants] 17/5/2010 14:09

Sadly, i don't think there is anything that can be done to stop him.

Agreed. I think PG and the Value Funds would have done something by now if it was possible.

[hugepants] 17/5/2010 14:09

He's getting a 30% pay-rise this year for achieving less than squat.

[adam] 17/5/2010 09:50

yes, pretty disgusting. especially when you consider he got $20m for the dot-com boom 'gains' that proved to be illusory. he won't pay that back. he has run the company into the ground and milked it for millions to compensate for his errors. Sadly, i don't think there is anything that can be done to stop him.

he must still be upset over losing his fortune ($500m) in the value of the shares and might be a little deluded that he can get it back.

[hugepants] 17/5/2010 09:42

I see Treguer's salary has increased from $300,000 to $350,000.


For 2010, due to several factors including Mr. Trueger assuming responsibility as Principal Financial Officer, his annual salary was increased to $350,000, and he was awarded a one-time incentive payment of $50,000.

[adam] 17/5/2010 09:41

There is room for a sensible deal of some sort if Trueger wants to take it private. i have met or spoken to both Gyllenhammar and S.C. I'm sure they won't be legged over. I'm not sure how this gets resolved though. it could be he just continues to bleed the company dry.

[hugepants] 17/5/2010 09:14

I think they can probably come to some arrangement with the other big shareholders adam. Check out Total Systems(TTS) or Stockcube (SKC) to see how its done. Both profitable business with a 40%-50% main shareholder, being taken private for less than net cash. Hope Im wrong but Im becoming increasingly cynical with the way these guys operate.

[adam] 17/5/2010 08:35

they can't. they need 75% vote to do that. S.C fundamental + Gyllenhammar + others is enough to stop them. i doubt Trueger would get another 25% in a tender offer if it was derisory.

[adam] 13/5/2010 12:48

total operating expenses of $705k for the quarter seem incredible for a $4m company. Next quarter won't have the Jersey subsidiary closure, or the ADR de-listing - so it should be a little clearer. I can imagine the BoA stuck them with a large bill and all the liquidator fees for the LPAL wind-up. Other than that there is the leases, the phones, keeping the lights on and the directors salaries.

[adam] 13/5/2010 12:42

sorry, yes, i am not sure why i added them, they are for respective years not buildings. I am not sure how the spend is otherwise accounted for.

[hugepants] 13/5/2010 10:54

plus there is the leases still (Accounting for $450k p.a).

You sure? I read it as being $235,000 in total.


Also how do they manage to get only $28,000 interest annualised on $12,000,000. Thats 0.23%. Do they actively source a bank account paying the lowest possible interest.

[adam] 13/5/2010 10:37

It is a $10m cash shell with about $500k / qtr burn.

Seems ridiculous. With 64m shares m/cap at 5p = $4.8m. Excluding trust shares 52m shares at 5p, m/cap is $3.9m. A 50% discount. Disregarding $1.4m in private equity.

Some costs still though w.r.t ADR program and exiting thereof, plus recenlty released from LPAL in Jersey, so we will need to see a couple more Qs to really see how the land lies, plus there is the leases still (Accounting for $450k p.a). I would expect it to trade at cash levels -25% under normal management. With a full listing, $10m in cash and in a recessionary environment where cash is king it should trade at a premium. The discount is because of Treuger and cash burn - i,e Treuger again.

From the 10-K
Lease Commitments

The Group leases office space under operating leases. Total rents under
these operating leases were $235,000 (net of sublease income of $68,000) and
$223,000 (net of sublease income of $78,000), for the years ended December 31,
2009 and 2008, respectively. Our Jersey and San Francisco office space leases
expire in September 2010 and October 2010, respectively. The Group had no
capital leases as of December 31, 2009 or 2008.


From the 10-Q
Under a consulting arrangement with a client we had in 2007, we are
entitled to earn additional compensation in the future depending upon the
performance of certain venture capital investments made with our assistance by
that client during 2007. Any such compensation would be paid to us as a
proportion of any capital gain realized by the client, after deducting certain
costs, upon a defined realization of the investment by the client. To date, no
such compensation has been realized, however we expect that one or more realizations is likely to occur.

[hugepants] 13/5/2010 10:19

Not much evidence of cost-cutting here:

[hugepants] 05/4/2010 15:20

Selling, general and administrative expenses for Q4 were down to $345,000 compared to £2,146,000 for the year as a whole. I think next months Q1 results should give a clearer picture.

[hugepants] 05/4/2010 15:11

I think we've overestimated the value of the Xtera investment. It appears to have been written down and BEK's stake is 0.5% if Im reading this correctly.

...Later in 2009, the Group participated at its pro-rata share, $57,000, in an $11.1 million bridge financing in order to protect its existing investment in this company by offsetting a receivable for $57,000, which was later converted into preferred stock and warrants for preferred stock. Near the end of 2009, after the company reported a tripling of sales and a profit for the quarter ending June 30, 2009, the Group purchased $128,000 ($117,000 in cash and conversion of the remaining $11,000 receivable) of preferred stock as part of a $12.5 million new financing in this company at a substantially lower valuation. Despite these improvements, having reported in the first quarter 2009 an other-than-temporary impairment loss, accounting rules do not permit us to recognize any gain until an event of liquidity. Aggregate carrying value of all the Group's investments was $1,469,000 as of December 31, 2009.