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ILX ILX

8.375
0.00 (0.00%)
07 May 2024 - Closed
Delayed by 15 minutes
ILX Investors - ILX

ILX Investors - ILX

Share Name Share Symbol Market Stock Type
ILX ILX London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 8.375 01:00:00
Open Price Low Price High Price Close Price Previous Close
8.375 8.375
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Posted at 04/10/2013 13:03 by graham1ty
I am sorry if this is long, but only four shareholders bothered turning up. The following is all just my opinion. DYOR.

I attended the AGM and EGM of ILX on 3 Oct 2013. Price 8.5p, market cap £3.3m
ILX held an EGM to approve the reverse takeover of the new CEO's Australian interests. This will give his Concert Party 86% of the equity and dilutes existing independent ILX holders down to 14% of the equity.

Background. ILX is a training company, quoted on AIM for years. They train via presentations, apps and online, mainly in project management. After some disastrous acquisitions, training stopping dead in the City, a bit of debt and excessive Director Pay ( paid £4.7m over ten years, the former CEO taking £2.4m from 2002-12) this was on its knees and the share price dropped over 90% under the helm of Chair Paul Lever.

In Aug 2012 "white knight", Wayne Bos, an Australian entrepreneur, injected some cash, then more cash, ending up with 29%, some juicy warrants at 10p, cleared out the expensive Board but found more of a mess than he expected. There has been enormous restructuring, a change of Head Office, two new Board members and write offs of £2.4m in the year to 30 June, just reported. WB had undoubtedly saved the Company.

Did ILX have a future ? The Annual Report shows that the turnaround was substantially completed. Costs were down, revenue was steady, debt was under control ( though there were still large net current liabilities) and the Board reported "adjusted Profit before tax of £1.1m" which translate into 3.8p according to new house brokers WHIreland. There had been a couple of bolt on acquisitions for revenue, further cost savings and the Board reported that "the full benefit of the resulting reductions in operating costs are not expected to be reflected until the new financial year" so things looked on the turn for this undervalued business, supposedly on a historic adjusted p/e of under 3x.

The bolt from down under. With the announcement of results came a reverse acquisition of Wayne Bos' Australian telecoms interests into ILX. He ( and a few other co-owners, together the Concert Party) would be issued 159m shares ( above the current 40m) and the Concert Party would own up to 86% of the enlarged business, to be renamed Progility ( henceforth I hope nicknamed Prodigality.....look it up, it means excess. The Prodigal son ( WB?) was so called because of his excess, not because he came home).

The AGM was a formality. I will say here that, due to a family bereavement, the Executive Chairman was not present ( and he missed the last AGM, so I have not met the Prodigal Son).

The EGM. Paul Lever, the sole survivor ( £39,000, pretty good for a non-Exec) chaired the meeting in the absence of Wayne Bos.

First, and most objectionably, the Chair tried to stop questions before the vote. One of the (rather wet) Directors stated that "all information for shareholders was in the Offer Document" but within minutes, and a few questions, it was quite clear there were many unanswered questions. There followed c30 minutes of questioning before the voting began.

Valuation methodology. There is nothing in the Offer Document to justify the valuation given to the Oz businesses. On questioning, it turned out the SOLE non-Exec Paul Lever ( representing us shareholders, remember) had not even been to see the potential acquisition !!! The Board stonewalled, relying on valuations done by outside advisers. And were these advisers independent of the Company ? No, ILX' own advisers SPARK. There was no attempt in the document, or in the meeting, to justify the valuation of £16m placed on those interests. Apparently Grant Thornton had looked at the numbers. There was no indication whether they had just checked the numbers or whether they had been asked to give an opinion on the quantum: I assume the former.

Value of Progility. Progility lost A$2.2m last year on revenue of $41m. The previous year there were losses of $100,000. The Balance Sheet looks no better with cash outflows in the last three years of $400k, $3m then $2.5m in 2013. They borrowed another net $3.5m in 2012 and another $3.2m in 2013. Net assets in the balance sheet are $600,000, yes £370,000. Net tangible assets are NEGATIVE $3.7m. They have loans of $7.5m from their shareholders. I asked the question whether they were only solvent because of related party borrowing and got a non-answer about "private companies". I asked about Bearcom, which provides $19m out of $41m turnover. This appears from Note 23 to have been bought in March 2012 for $2.3m, or £1.33m. I asked about the valuation of Bearcom and there was stony and embarrassed silence. I am not sure the Board were being deceitful, I just had no confidence they knew intimately what they were buying. Paul Lever tripped himself up at one point when saying that he had extensive discussions with Wayne Bos about the valuation of the business.....but, er, the document states quite clearly, that as a related party, "Wayne Bos has not taken part in any of the Board's deliberations".

Another shareholder asked about potential profits. ILX had in the past, he stated being making operating margins of 10%. From the limited information on the Australian businesses, operating margin had never been higher than 3.5%.

So, a business that will contribute c 60% of the enlarged groups turnover of £40m, and has made losses of each of the last two years is valued at £16m. ILX, making an adjusted £1.1m is valued in the market at £3.3m. ILX had net assets of £6.6m.....it gets 20% of the equity. Prodigality had net assets of £370,000 and gets 80% of the equity.

Eps, brokers and undisclosed material. It was stated ( as a stone walling technique by the Board) that all relevant information is in the Offer Document. There was therefore a very important disclosue made in answer to a different question. I asked how the market was possibly going to value a hodge-podge of interests, much in Australia. Was there a plan for a dual listing ? : No. Who would follow ? "WHIreland our new brokers have already put out new forecasts". I WAS NOT ALLOWED TO SEE THIS AS A RETAIL INVESTOR, PRECLUDED FROM SEEING INSTITUTIONAL RESEARCH. I have a copy in front of me now. First WHI have no clue what the new business is and there is no description of it and no indication they have visited it. However they must have been fed some numbers as their representative was perfectly willing verbally to reveal their forecasts: adjusted pretax of £1.7m to June 2014 and £2.5m to 2015, giving eps of 0.82p and 0.98p. So, inadvertently, they had disclosed that Prodigality would add little to ILX proforma of £1.1m for this last year AND that eps would be diluted four fold by the massive equity issue. WHERE DID IT SAY IN THE OFFER DOCUMENT THAT THIS ACQUISITION WOULD BE MASSIVELY DILUTIVE AND REDUCE EPS BY 75%.

The value of ILX shares without the takeover ? While there were no forecasts on the existing ILX business available, we were certainly being told that progress was being made, that the bulk of the cost savings were done, and that the ship was stable. Would ILX have traded on just 3x earnings ? Without the Prodigality acquisition ( and the 20% drop in the ILX price on the announcement) one would have hope the Board would have considered the shares undervalued at 10p ? The Prodigal Son had made his investment at 10p, and either he is a bad investor, or presumably he wanted to make a return on his investment and thought ILX was worth more than 10p ? I asked the SOLE non-Exec, the sweaty Paul Lever, whether all options had been considered and whether there was greater value to shareholders in other routes, such as a trade sale. I got a straight bat answer that everything had been considered, which I personally did not believe.

The value of Prodigality ? Loss making Australian interests ( in transition apparently), no visibility, a broker's note saying eps fall from 3.8p to 0.82p ? And not really any growth the following year ? How would you value that ? 5x ? 8x ? 6p ? 8p ? certainly less than the pre announcement 10p.

The EGM. I suppose I must report that shareholder indifference rules. There were three other shareholders present, only myself and one other asked any questions. The acquisition was steam rollered through. My only, vague, vague hope is that I believe the Board when they say the two other main shareholders Octopus and Peter Ward voted for the deal. Octopus had a big holding of ILX at much higher levels ( 2m at 25p in Jan 2010) . They then took part in a first bail out, taking 5.4m shares at 26p. These have both been disastrous investments. Rather than jumping ship, voting against the Prodigality acquisition and trying to get some value out of ILX, they have jumped on the bandwagon. Maybe someone wants to go and visit the Company during the forthcoming Ashes ?

The Board. Noone from Prodigality is joining the Board. Board meetings will be held in London. I find that very odd. Have to rely on the Prodigal Son providing all the info on his businesses. We were introduced to a new Board Member, about to be appointed ( new information, not in the Offer Document). It turns out he has known the Prodigal Son for three years, so we do NOT have another independent non-Exec.

Share price. A Takeover Panel waiver was granted so that the Prodigal Son did not have to back his investment and actually buy ILX. The Concert Party that will now hold up to 86% of the Company includes a few minority Australian shareholders. I am not sure who will be precluded from buying in the market, but given the waiver I think the main man cannot do anything, in the market, to support the share price. Not sure who else will. A few private shareholders will suddenly realise they own Prodigality and will sell. Who would buy ? Noone know the business now ? Eps are down the pan for a number of years of uncertainty. I believe existing shareholders have been well and truly shafted.

We await the return of the Prodigal Son to see if he is welcomed home

As always I welcome any feedback from the Board. I apologise for any unintentional errors and will immediately correct them on request.

Chambers Dictionary: "Prodigality......state or quality of being prodigal: extravagance; profusion; great liberality"
Posted at 11/9/2013 11:44 by smithie6
the ILX share price is down

imo the market is not impressed by the proposed acquisition....and does not see it as a bargain
---

with over 85% ....will the MD then de-list the conbined company ?

or double his pay ?

he will of course have no need to take any interest in the concerns of the other investors since they only own 15%

---

I think shareholders should vote NO....including to the request for a waiver to have to offer to buy all shares...

If the waiver is rejected...then the MD would have to offer to buy out all other shareholders...

he could happily have my shares for 10p....the price for the acquisition....or a higher price if any higher price paid in last 12 months by the MD
---

Also
in principle....I refuse to be a shareholder in any company where the MD owns 85%......imo it always ends in tears..sooner or later...as the controlling party works to put as much of the company into his own pocket....and not into the pockets of the other shareholders....who can do nothing about it since only own small %
Posted at 10/9/2013 21:26 by smithie6
Ive had a grind thru the paperwork....


interims, 15 month and acquisition

imho

- ILX ....ON ITS OWN is underpriced
since making 1-1.6M PBT and financial status is actually fine/good.....deferred revenues...ie. future revenues is listed as a liability despite being future incoming cash...low finance costs.....

progress has been made....now that the 2 parasites have been kicked out...at last....and costs reduced....to help make the profits visible...


- proposed acquisition is way OVERPRICED in terms of the shares being paid for it
most of the acquisition has NO VALUE imho from an investors viewpoint

it is in the interests of the MD of ILX that the acquisition is OVERPRICED.....since he is a large shareholder in the co. to be acquired !!!

but it is NOT in the interests of ILX shareholders to over pay...

the deal can be considered similar imo to the acquisition that FIF made of Lightbody a few years ago......at a crazy price...90p....sp then fell to 15p....the chairman wanted a high price...since he sold out in the deal !!!

Pls read the msg. brd. ....negative aspects about FIF

WARNING. imho this deal is similarly BAD for shareholders

imho it is merely a poor business (the acquisition) obtaining a good business (ILX) for almost nothing...since ILX will be 40M shares and new acquisition will be 160M shares....ILX is 20% of the new total....despite imo being the best part of the combined company

note that acquisition company reported a large loss in latest results
-----

A new company where the MD will own or control approx. 86% of the shares....
is fundamentally a disaster waiting to happen.
NO ONE wants to be a shareholder in a co. where the MD owns 86%...NO ONE.
----

The paperwork is a disgrace....and does NOT present the basic information that is normal for an IPO or reverse takeover.
----

I dont trust SPARK....the new company adviser ...so that is an extra -ve factor imo, where it has never been clear whether the co. operated for the shareholders or the benefit of the investment manager. A common story/problem with small London listed companies.

eg. Spark investment mngr investing personally in UNLISTED companies where Spark also invested.....while that would be prohibited by rules of many investment companies.
-----

DE-LISTING
imho the MD Wayne Bos may well shortly after the acquisition....if enough stupid shareholders vote yes.....de-list ILX......and then buy up the shares of PIs selling up.at low prices...not wanting to be in an unlisted company.

or double his salary....
and introduce large bonus package for himself...

as majority shareholder he will win the vote
----

I urge all shareholders to consider to VOTE NO to the acquisition and all resolutions.

imho a new price for the acquisition should then be proposed
ILX should be valued at over double...ie. 8M pnds and 40M shares @ 40p...and acquisition should be valued at half 8M not 16M pnds...so 40M new shares would be needed and not 160M (but really need some info....

.the acquisition paperwork tells us almost nothing about co. being acquired (loss making and operating in low margin sectors.....not good for investors)

in that case ILX shareholders would own 50% of the new combined company.
not the 20% currently proposed

----

distributing two waz radios in Auz.....investment value is ZERO imo for that part of acquisition
and hand made services to telecomms sector
produces turnover but no profit...a lot of one off work...waste of time imo from investing viewpoint...

VoiP ......bad sector imo. small margins.
VoiP is free....Skype etc.....trying to charge on top and include much profit is difficult or impossible imo.

recent large losses perhaps back this up

NOTE. papers state that acquisition co. performance has been hit hard by fall in activity in mining sector in Auz. .....or is it because the competition are beating them !!
Posted at 11/6/2013 14:24 by rarther
A few of us have been returning to warn investors about KS and pals for the best part of 5-10 years. In the end the doomsday prophecy was all true and while it gives me no satisfaction to see that other small investors will have wiped out on this, it does give me a tremendous amount of satisfaction to see that Ken will now be focussing on his "Other business interests" ie. being unemployed, and all the banks who thought they were getting a once in a lifetime chance to get one over the market and get placings 20-30% below market price all the way down the staircase all got shafted massively... Haw haw!

Good riddance KS and pals. I trust that Karma and/or your ineptness with finance will ensure you will soon be relieved of the £4million+ you fleeced from investors in this slow-motion bank job. If that dances along the line of defamation let me just clarify by saying that I do not believe KS is a crook, he is merely HBS's worst ever graduate who must have missed the classes on how capital works. His only barometer of success has always been turnover and the number of businesses within his umbrella, no matter what price the finance is.

It is absolutely astounding to me that he has been allowed to carry on running this business the way he has done for almost a decade without being kicked out by the major institutional investors and banks who kept enabling him to return cap in hand. If he was running a bank he would be in the headlines without any question in my mind. We see CEO's of banks being stripped of their bonuses and knighthoods for failing to predict what few people could have predicted, and then there are worms like KS who follow an obviously reckless strategy, slowly run a business into the ground and then stroll off with millions of pounds. It makes me sick.

In his own little world KS still believes he presided over a massively successful dynasty with sales up by X-hundred percent, headcount up by X-hundred people and the latest acquisition showing great turnover growth since he acquired it, yet he will still be selectively ignoring the 99% loss of value inflicted on investors and all the businesses he has acquired in the past which were merged into (or "flushed down") the rest of his business.

Their departure may make this a BUY now as it surely cannot go any lower with a CEO with half a brain running it, just strip out the unprofitable arms and stop diluting the capital... however cost-cutting measures such as not mailing brochures to shareholders are more worrying than encouraging for those thinking of taking a gamble (KS took all the paper and stamps with him or what?).

Good luck to the brave investors who dare to touch this with a bargepole in the future!
Posted at 19/12/2012 11:36 by markt
You've got my vote.
(TW has left behind many unhappy investors at Globalnet Financial and Rivingstreet Financial)


"ADVFN are showing they will do anything for money. Very poor form!"
they are also showing an advert which promises 18% return......
...and adverts from companies based in Spain....for investing in property ventures in the UK, hostel or hotel in Liverpool or something.....I wouldnt touch it with a barge pole

any serious company going to do property in the UK and have UK investors as main funders...would not imo have their registered office in....Spain

Protection for investors ?
Probably zero.
Posted at 26/2/2012 10:34 by mudbath
As a former investor in ILX,I still follow its fortunes closely,despite losing money on my earlier holding.

It is the involvement of Octopus and its B.O.D. placement Chris Allner that leads me to post what is O/T but might be of interest to resident posters.

Over at IMTK the company was very much led in the style of KS,in that a lot of noise was generated about potential,which was never quite achieved,with the company actually going into reverse, as ILX now also seems to be.

Octopus,at IMTK markedly increased their investment,sacked the CEO and parachuted in as a new leader,interestingly their own TOP MAN Matthew Cooper.Although at a casual glance the outlook appears gloomy for IMTK with the shares having lost 95% of their value,it is worth noting that Cooper and Octopus continue to invest heavily in IMTK equity;as opposed to here at ILX.

Could be the that KS will get the old heave ho,particularly if UK profitability continues to reverse,as seems very possible.

One final word on IMTK,whilst it is a UK based company,98% of its once again growing revenues are generated in the USA,where it has a blue chip client list.

Cheers,Mud.
Posted at 25/2/2012 11:28 by atlantic57
paleje Fair Comment

I am probably in Victor Meldrew mode now ( i just don't believe it etc)
It is not institutions that drive prices higher in the small cap world but private investors.

If you treat private shaeholders with contempt you will reap a rich reward.
Posted at 03/1/2012 15:43 by markt
Following post is a bit of a 'fan-club' post..and a bit long....hope no one minds....

----
here's a link in case of use to the last analyst research note...from November
(paid research note I think !...produced by a section of 1 of the large investors in the co. ...so "not" impartial.....but they have to comply with FSA rules I think so can't produce rubbish)



"we are confident the group will generate profit before tax of £1.8 million for the full financial year. We continue to value the company on a conservative 2013 EV/EBITDA multiple of 7 times, which implies a target price of 61.5p."

that analysts expecting 1.8M PBT !
about 1/2M tax (if 26%)...leaves PAT of 1.3M
(can't see it being that high myself...but fingers crossed)

(and the divi costs around 400k ...so I am expecting the same 1.5p/share divi, at least !, perhaps even a symbolic increase, to 1.6p) (if achieved a PAT of 1.3M ...then theoretically a divi of 5p could be supported !...not going to happen, I calculate just to show numbers..would be 20% return..shows how cheap the shares are imho)

with cap. value around 7M it is surely too cheap...4 X the PBT !..but may need the results to be produced or some RNS to hopefully see an share price increase...(next trading update is not expected till 2nd half of April based on previous years)

(that analyst's P/E is around 5-6....at 5 that means 20%..while a bank would give you 2-3% maybe...crazy imho, while noting that shares involve risk hence often 'cheaper'...(but 'risk' of capital growth as well, that bank doesn't provide))

("International Division. Turnover rose 105% to GBP2.429 million" .
"Growth was also strong in Europe at 30%"
"with software making up 67% of International revenues. This software element has increased over the figure for the comparative period (2010: 59%) "

(so, I would guess that there is a largish amount of software (e-learning packages) being delivered in 2nd half...to provide the bump needed in the PBT numbers...eg. NZ contract)
---

(there are of course risk factors/-ve factors.......competition....etc etc)

----

...just noticed that the analyst has pencilled in 17.5M turnover for 2013...from 12.9M announced in 2011.
40-50% increase !

and 2.1M PBT analysed for 2013 !..from 1.4M PBT in 2011. 50% increase !
27.6M shares...so PBT converts to 7.6p/share

if even produce a part of that ...then surely the share price should respond.
(and looks likely that the cap. value could soon be 1/2 of the turnover....for an e-learning company with global sales..and gross profit around 60%....looks too cheap imho)
----

I note that the company is strongly targetting growth....with director added to the board and increase in more marketing costs/staff...without which the interim profit number would have been much higher...
Posted at 08/12/2011 18:41 by markt
in effect ILX pays 0.125p/month dividend

...(1.5p/12 months)...(assuming that will keep paying it....and I am 100% sure it will...otherwise the dirs. will lose a lot of face/cudos....and that they don't want to risk that imo !

the low P/E is too cheap imo....but in part since it is such a small cap. company and shares are illiquid...(and change in company structure is relatively new, selling off the loss making London finance classroom part...and many investors will never have heard of ILX)......so many funds and large investors will not want to invest
----

The lower interest rate will be earnings enhancing by the way.
Posted at 12/8/2011 10:27 by markt
Long post, sorry !

=====
Price to sell today...at 25p !!

What resulting P/E are we down to now ?!!

27M shares before scrip issue...
if assume that long term > 3% investors take the scrip and that private investors do nothing and hence receive the divi (unless took the scrip last time....)

then ..
200k pnds divi cost and 0.7M new shares to make 27.7M shares


2010 sales....and broker prediction (very close to the company....large holder....so I think that company has checked that the numbers are correct wrt to current expectations of the directors...



while noting that a large investor in the co. is not going to recommend to sell the shares !.....but noting they bought shares not so long ago, only going to do if they like their analysis of the numbers....)

11.8M and expected for 2012 is 15M and 17.5 in 2013 !!
over 4 years they expect that the turnover will be not so much below double !
that is amazing growth.
Very very few companies are expected to provide that level of turnover growth while having
-a P/E below 10 (P/E =6 for next annual report according to broker analysis, 4.9p EPS, based on 1.8M PBT, achieved 1.4M in last annual report...and have achieved growth in sales and closed the loss making part of the co....and high international sales growth in last 2 years so I think it is achievable...)
-to have a low debt and
-have global sales....and
- have sales linked to the computer sector and
-to the education/learning sector via a computer (good sector imo, base of users has rapidly grown, ipads, itables etc laptops, notepads and is expected to continue to grow rapidly)

and some of those numbers are already proven/reported...

on the -ve side the company is not well known.....and is a microcap so it is difficult to become seen ! (until perhaps closer to hopefully achieving the predicted year end results...and hopefully announced OK or good future expectations)...

P/E of 6.....crazy imo...

1.8M PBT.....400k divi (or part as scrip)...0.45M tax @ 25% (1% reduction per year company tax)...leaves approx. 1M...making the end of year debt perhaps around 0.9M. Small. Can then be ignored perhaps since well covered by income...and future profits could be used to increase the dividend if the company wanted.....Already pays 5%.....in a few years it could easily pay double that in my view and still wouldnt be paying out all the earnings. In 2 years time it could be a 7.5-10% divi relative to current sell price of 25p....and be linked to a rising share price, if growth in turnover and EPS is produced as expected or even in part as expected. For me, it is a good combination. Often a company with such prospects has shares with a P/E of 20, much higher exposure to risk of a fall if any bad news.

If producing 4.9p and close to debt free...then in theory it could pay 4.9p as dividend.
20% divi at current selling price of 25p. And in good sector and growing turnover....so 5 years later that EPS has good chance to be higher. Perhaps 50% higher 5 years later, minimum imo, makes 7.5p. 'Could' pay a divi of 33% next year !!...but a growing company would never normally do such a thing...unless they can find no other use for the money and I think they would (with higher return than 5%)....

If producing 4.9p EPS...and continue to pay 1.5p divi....then 3.4p goes to increase the assetts of the company....and shareholders own those asetts pro rata....so they get 3.4p/share richer even though the cash does not go in their bank account.
Also, what is the buy out price for a company that is rapidly growing turnover and earnings and could pay a 20p dividend ??!!
Well if you can borrow money at say 5% (via bonds, loan notes, bank debt)....then to buy a company like ILX which produces 20% income (related to todays selling price of 25p)....it makes fantastic sense...
and if you can cross sell products....and increase profits even better
and if can reduce costs by merging ILX with another company or department doing similar work....then profit can be increased even further...

if remove the cost of the board of approx. 1/2M and cost of AIM listing and accounts etc....perhaps 300k-500k....then the predicted internal profit increases from predicted of 1.8M to 2.5M-3M.
While cap. value is around 7M according to ADVFN. (after scrip issue I expect it to increase to 7.2M due to approx. 200k of extra shares...estimating that 1/2 will take the scrip issue).

2.5M-3M predicted PBT if remove the cost of the board and being listed company....accounts etc etc....
with 7.2M cap. value.

This RATIO IS AROUND 3 !!!. Crazy !.

And if you have 7.2M then you can only get a 3% return I think from Govt. bonds or long term deposit......or is it less....so the ILX earnings are especially high in comparison....
in reality of course you can not buy ILX at current share price....would have to pay more....but still be cheap buy compared with its earnings even at a higher price, imo...

Imo the current share price is ridiculously too cheap....
Any views ?

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