DQ Entertain. Share Discussion Threads

[2pablo] 12/1/2016 07:33

smithie6 - well it's certainly one possibility of 749 or so.

Think the 'concert party' question has now been answered. They weren't one when they made the purchases of shares but are one now. Therefore, there is no compulsion for takeover - this has been signed off unfortunately and so no chance of a 9p takeover.

However, this move to take 51% of the shares and now act in concert makes a Default of change of control to the Bondholders. So, we were thinking of issuing warrants to the Bondholders to rectify this 'change of control' event - but have not done so yet. This seems a very drastic and highly diluting act. However, as these warrants are priced @ 5.375p perhaps they will tend to boost our share price if they are exercised? Certainly 5.375p is 38.5% higher than our current 3.88p price.

Surely having Allenby on the case should ensure no complete foul play?

[smithie6] 11/1/2016 19:59

(Imo Tapaas has done a deal with bond hldrs

Various possibilities
- he, wife and daughter (others ?) Keep salaries & benefits
A lot of money each year
- he stays in MD role and pay even if in reality someone else takes over
- he gets an options pack of 10% of all shares that the bond hldrs end up owning
- he gets 50% higher salary while he stays as MD and 51% hldrs are kept off the bod ( & hence bond hldrs stay in ctrl)


Not possible ?
Believe it, very possible this how corporate deals often work imo esp. when a co. has problems and hence has no bargaining pwr to withstand outsiders)

[smithie6] 11/1/2016 19:37

"Without him (Tapaas) the company would flounder and fail"

The co. issued shares at 136p when it listed for company cap. Value of £49M.
It is now at 4p ( say 3% of listing price) and has large debts ( incl. the bond loans) and cap.value of around 2M but the bond debts the shares are perhaps really almost worthless since the bond hldrs perhaps own the assets not the shareholders.

IPO raised around £28M for about half of company. Tapaas now gives warrants and 30% of company in return for about £0.8M.

Tapaas is either incompete or dishonest or both.

Shareholders have been shafted while Tapaas and his family have got rich.

And 30% of new shares may be exercised via new warrants at any moment.
Tapaas has put his wife and daughter on bod at DQE Maritius.
imo he is a disaster for shareholders and also not to be trusted....he is acting dubiously to get co. assets away from shareholders into hands of the bond holders.

I think you are wrong. ( In fact I think you are either a fool or intentionally lying since you may benefit from MD continuing in his positn.)

(Deleted website address. In case makes you happier)
----

imho unless the 51% holders get to ctrl the board my view is that the shares are worthless since the MD is imo trying to move the assets to the bond hldrs.
If the 51% hldrs ctrl the bod then shareholders might have some hope.

[here and there] 11/1/2016 12:21

I completely disagree.

Tapaas has all the contacts and makes all the deals. He has won industry awards.

Without him the company would flounder and fail. The company needs to collect monies owed.

This thread is ridiculous . Run by a non share holder trying to promote his website

[smithie6] 11/1/2016 10:11

I propose that people post that they support the call for the EGM and for appointment of new directors. imho the ONLY chance for shareholders to see any value from their shares is for Tapaas to be removed and for new directors. Otherwise imo the assets will imo be transferred to be owned by the bond holders.

If there is a solid % of shares in posts of support then someone can contact the 51% holders to inform them of these supporting shares/votes.

I am not a shareholder but happy to act as a catalyst and try to spur the shareholders into action.

[smithie6] 11/1/2016 10:02

Looks like illegal actions from bod

Intentionally doing actions to sidestep the actions by the shareholders....( the 51%)....when the law requires them to manage the company in a loyal way for the shareholders and to safeguard the assets for the shareholders....when the the bod are imo intentionally trying to transfer the assets to the bond holders.

(The warrants for 30% of the co. in order to take the 51% holders down below 51% & try to keep them off the bod. & not to take ctrl.

Next steps, I expect legal action against bod for breaking the company act. Ideally the regulators/law should be acting and not requiring the 51% boys to sink in legal cases and lawyer costs.

Tapaas. A complete disgrace imho. But that was known imo by putting wife and daughter on the bod at Maritius co.

[whitehunter] 11/1/2016 09:11

None of the recent news read like the board is acting on behalf of shareholders.

Why default on a payment when you have set money aside for it?
I don't trust the current board at all.

Setting us shareholder up for massive dilution (and loss of our company on the cheap) to keep the majority shareholder out who are entitled to be represented - they must have too much hidden that they don't want others to find out.

[here and there] 11/1/2016 08:47

big boardroom battle

on one side board and bondholders , on the other side the new majority share holders

no idea how it will get resolved

but presumably everyone sees value here hence the fight

will we be left with anything…i have no idea

[2pablo] 11/1/2016 07:38

fft - Just thought, if they did issue these new 16.8m warrants and they were paid for (i.e. exercised), the current 'Requisitioners' holding would definitely go well below 51% !! The exercise price is 5.375p though, so would they want to exercise immediately.

A lot clearer what the issues are but no clearer when/if there is a solution - and looks like the solution involves massive more dilution.

Meanwhile, today, India initially Down now flat.

[fft] 11/1/2016 07:19

RNS out this morning that expands on the shareholder/bond holder conflict.

It appears that the company management have either deliberately, or under legal advice from the shareholders (reading between the lines) decided not to carry out certain actions. These actions leave them in breach of the bond agreements.

Management agreed in december to issue nearly 30m warrants to the bond holder which could be exercised if a default happened, but bizarrely they havnt done it by the date they promised. I can only think that lawyers from the shareholders have stopped this. The shareholders must be getting legal as the EGM still hasn't been called to install 2 of them as directors.

It appears that management are incapable of running the company, being caught in the middle. Not sure how this ends. One solution would be for the bond holder and shareholders to agree to dump management and then work together to get the DQE show back on the road.

Is the CEO linked to the bond holders ? in which case he may be trying to help to engineer a default.

[smithie6] 08/1/2016 18:23

Mandm
I guess one risk for PIs ..after reading your post..

Is that if the 51% boys fight and put in their time and dedication and phps some legal advice costs...
And get ctrl of brd

That they then do an issue of shares only to themselves !!.....with the NOMAD daclaring it is 'fair and reasonable' for shareholders !!

It is AIM after all !!

if they think its a beneficial investment....reducing PI stake in the co......
Or via conv. loan.....another AIM trick for issuing shares just to yourself or mates !

( Im a cynic like Tiltonboy !!!....especially for DQE.....been a holder twice.....lost money both times)

[2pablo] 08/1/2016 13:54

mandm - suppose we list on Nasdaq and cancel Aim - the way you say it sounds like all Aim shares are just write-offs.

[tiltonboy] 08/1/2016 13:51

2p,

Having seen the signs before, it is my head that is powering my thoughts. My heart very rarely makes investment decisions, that's why I'm a natural cynic.

[mandm10] 08/1/2016 13:04

I have to agree with Tilton regarding date of amendment, but also that this cannot be proved. DQE is basically two parts: The IP rights (Asset) and the production house. It appears that the latter is a profitable centre if it could collect its debts and not have massive financing charges. This is where Tapaas has failed miserably. The value of the IP must, I believe, be far greater than the value of the bond issue, otherwise no issue. So what we have is a potential good business. No wonder that someone wants to take advantage. Difficulty that we all face is that none of us here knows who is doing what to who to maximise their own position. Tapaas is an egotist, not a businessman, and wants to rub shoulders with the famous. I think that the bond issuers have him tied up. The ONLY real positive for us is that there are people out there who believe DQE is worth in excess of £30m. Unfortunately, do not believe it will last long enough on Aim for us to realise this.

[smithie6] 08/1/2016 13:00

Agree with that last pt...uk PIs need 51% holders to put in new dirs.

Btw recall that in past that 2.6M of receivables were written off. imho more of that to come.....and recalling that big license holder walked away from its licence...inferring the products saw little demand from public......

That is important pt. imo....phps more than the boardroom fight. (DQE business model was based on licensing income imo and imo it has never happened.
eg. Disney Jbook characters sell ( great film. Great appealling characters. but DQE Jbook characters imo DONT sell !

[2pablo] 08/1/2016 12:40

Tilton - exactly, a lot of speculation going on which obviously can't all be right

There is no point surely in considering our Bod are involved in falsifying documents, ie dates or receivables that you assert. I think your heart is getting control not your head there.

EGM still looks on to me and 2 new board members - where we go from there is anybody's guess.

[tiltonboy] 08/1/2016 12:33

Let's hope we get something resolved soon to put an end to speculation.

[here and there] 08/1/2016 12:31

I hope you are wrong because that is the best chance we have of making some money!

[tiltonboy] 08/1/2016 12:23

here and there,

The NASDAQ question is a total red herring IMO, and was spun into the Web of deceit, in order to give shareholders something to grasp at.

I think this will unwind with little value for UK shareholders.

Obviously hope I am wrong.

[2pablo] 08/1/2016 12:04

On LSE it's been stated :
"This is all about the battle between the existing management and bondholders and the new large share holders who own 51% of the company."

Reckon that's right, there is a battle. Just looking at the timing again of the amendment on 30th July, although the official request for an EGM from 'Platinum Consulting Group, Anil Chintapalli and Corporate Computer Services' (Requisitioners') was not made until Sept, our Bod probably knew all about it.

So, they've put in these new clauses to fight the Requisitioners. They cannot prevent them from getting on the Board IMO but they can stop them making sweeping changes.

Worrying also though is the current possible defaults being discussed with Bondholders. These must be some things in 'small print' cause can't see where we've defaulted myself.

[here and there] 08/1/2016 12:00

don't agree,

you are over complicating things with a lot of speculation,

i think my take on it is accurate,

it is in everyone's interests to reach a compromise, i think a deal will be struck.

WHILST THE SHARE HOLDER OWNS THE MAJORITY OF STOCK, THE COMPANY IS EFFECTIVELY CONTROLLED BY THE BOND HOLDER.

the bond holder wants to de-list from London and re-list on Nasdaq to capitalise on their investment. the new share holder is threatening this process, hence, brinkmanship, hence a deal will be brokered.

[tiltonboy] 08/1/2016 11:56

Smoke and mirrors sums it up perfectly. Let's hope the Requisitioners know what they are doing, and can return value to UKholders.

[smithie6] 08/1/2016 11:37

....not if

- clause that blocks removal of Tapaas is declared illegal and removed
( but a legal process might not decide till after the bonds repayment date !)

Or
- bond holders agree to that clause ( "cant remove Tapaas") being broken.
They can decide whatever they want to.

Maybe they decide they like the dirs proposed by the 51% & agree to ditch Tapaas !

But !!


imo bond holders want to own DQE Mauritius and its 75% in DQE India (and anything else owned by DQE Mauritius??)

So they will obstruct the 51% & with Tapaas they will imo ensure bond loan default
(DQE has poor record of generating cash so I cant see it paying back the loan on time)

and own DQE Mauritius. In return Tapaas gets to stay in some role as paid puppet or gets a % of the co. to re-pay his 'co-operation' with new owners of DQE Mauritius.
( & money been lent to DQE India.....so if dont comply with loan terms then they also own the 25% of DQE India....to own 100%)


That's my reading of the smoke & mirrors. Each to own guess.
See what happens.

Good luck to DQE holders....but personally it doesnt look good imo.

[here and there] 08/1/2016 11:25

they should have control but if they break the financial terms, the bond holders will demand their money back. that is the point.