Invu Share Discussion Threads

[cliffpeat] 19/11/2013 11:28

The resolution was passed and the company is de-listing from AIM.

For those interested in the business, you might look at the INVU YouTube channel that has recently been uploaded.

And if you are an accountant, this was a particularly positive and persuasive short video hxxp://youtu.be/SzkcrgX9LKk

[h x x p is = h t t p (without the spaces)]

[idd] 17/11/2013 23:45

Hi, total novice with very little shares. Can someone advise me should I sell now (before the vote date) or should I hold on.

Selling now means I have some cash for the shares albeit at a great discount to the amount I put in. I bought at 1.4p.

What are the possibilities if I hold on? and if there is any possibility to sell the shares later how likely would that be and would it be quite long term?

Thanks in advance for any advice.

Idd

[riggedmarkets] 16/11/2013 20:25

ah ha !!

AFTER de-listing then the AIM rules no longer apply

the 75% required to de-list is an AIM rule
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to sell the subsidiaires or wind up the co. 'if' it de-lists
would it only be 51% ?
and the chairman and his mum have enough votes to do that...
they have around 42% of ord. votes imo if include dirs. votes
and if only 80% vote then 42% of all shares is enough to vote over 51%
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if de-list could the chairman vote through to sell the company to the A shareholders for say 1000 pounds ?

If the A shareholders can put thru enough ord. votes to do it....could they vote thru a sale at a crazy cheap price ?

if needed just joggle the accounts to produce bad numbers one time , if need help to justify it
( like write off some of the receivables....they did that in dec 2008
or delay some sales ( put thru a discount if buy just "after" the financial year end !!...but dont tell shareholders....and sales 'inside' financial year would show a fall)

( at other companies, sales sometimes get moved forward or back imo, as suits directors and/or friends...to allow them to offload or fill up at best prices)
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what is the chairmans link with IRIS ?
if he is a partial owner....then perhaps he would like to buy INVU...at as low a price as possible...depends what % he owns of IRIS and what % of INVU
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the true % the chairman owns in INVU is.....secret !!! not declared...good old AIM !!
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dirs. are on high wages...esp. the FD for a co. with 30 workers
...imo they will dance the tune of the owners, which means the chairman.
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deferred shares, A shares, receivables write down, etc etc
payout is relative to nom. capital paid....which favours the A shares
rights on wind up , non-voting A shares to get around the takeover panel
fleecing PIs by issuing shares at high prices
to later buy the co. at a low price
they know how to play a lot of games imo !....

while over last 10 years they have not done so well at business !!

[riggedmarkets] 16/11/2013 20:13

I think that dirs. have options for around 10M A shares, also some ord. shares.

of around 320M A shares.
say 3%

lets say that A shareholders increase that to 10% to make sure that the dirs. 'co-operate' !

if sell off subsidiaries and then wind up the co. then

a) if 3M squid sale price X years in the future
dirs. get 300k

exceeds the MDs investment in ord. shares of 50k pnds

AND

the MD would get 150-200k lay off payment
so would get 500k versus his investment of 50k
so, imo he would go along with what the A shareholders wanted,....in his interests to

[riggedmarkets] 16/11/2013 20:05

"It may swing on the meaning of "pari passu" - but you may well be right about the dividends."

means equal rights

so, imo, if give a divi to A share holders than have to also do so to ord. shareholders

but !!

imho, not being a company lawyer,
the company papers and the Company Act 2006 are clear and without doubt imo
in that returns are relative to capital paid up...and that refers to nominal capital and not premium capital. (if there are different share issues of shares on nom. value of say 100p ....then if someone pays 300p in 1 share issue...and another person pays 500p in later share issue....of shares of nom. value of 100p...then they qualify for same divi per 1 share, the different prices they paid is not relevant

A shares have 0.01 of capital
while ord. have 0.001 of capital

so I wonder if ords. qualify for 1/10th of what A shares get
but if so then the MD would not be happy since he paid 50k pnds for a chunk of ord. shares
but he has around 7M share options for A shares

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that might not have been the intention......
but it appears to be what the papers say imo

if add the deferred shares capital then you get 0.01p for the ords.
but the papers are clear in that the deferred shares have essentially no rights...so imo cant add them back in

UNLESS !!
one argues that the paid up capital of the ord. shares WAS 0.01p ...when issued.

but i dont think that can do that...
have to use their value now....which is just 0.001p....
1/10th of an A share
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'if' ord. shares were only to get 1/10th of divi of A shares...
then surely the share price would have collapsed to 0
and no one would have bought any ...ever...since the A shares were issued, except dozy PIs !
and especially this last week.....and some buys have gone thru...
unless it is A shareholders buying ...to make sure they can vote to de-list
and have more power for the A shares
and vote through whatever they want in the future for a small extra investment

like moving reg. office to Israel ! perhaps
where the owners are
or selling the co. to themselves for 500 quid....if they can vote something through then they can do what they want imo

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if sell subsidiaries ...I think there may be a holding co. 1 layer down...so perhaps could sell that
and then wind up the top level co.....

then

A shares would get virtually everything

ord. share capital is around 169k while A share capital is around 3M

first 3M goes to A shares
and then I think it is pro rata of what is left over

and pro rata for 3M versus 169k means that ord. shares would get essentially nothing.
But ord. shares voted yes to it, so more fool them !
but maybe the chairman and his mum used their ord. share votes to push the vote thru.....to then benefit themselves with the A shares !!

shouldnt have been allowed to vote their ord. shares imo since a yes vote gave them benefit

[riggedmarkets] 15/11/2013 17:52

so
looking at paperwork it appears that INVU raised 4M pounds in june 2007
and then
surprise surprise

in the next accounting period it appeared that its accounts were false

and the share price crashed

infers to me that the offer documentation for the share issue in june 2007 was false, since based on false accounting numbers
( they claimed that they made sales to re-sellers but in fact all they did was move stuff to a re-seller, the re-seller did not in fact have a buyer for it....and hence did not pay to INVU !!
so, later it exploded and declared that receivables value was false and it was largely wiped out, knocking seven bells out of the accounts since massive amount relative to labour costs, sales and profit)

----

Did the MD sell before, after or still has that 19% ?
listed in Cayman islands ( always a worry imo if the MD holds his shares in some
trust in a tax haven where no one can touch him or his assets !!)
not listed as a current large holder so it looks like he must have sold at some time

did he sell at a high price and benefit from false accounts ?
----

anyone here invest in that 2007 cash raising at a high price and lose a lot afterwards when it was declared that the accounts were false ?
----

Herald Investments held around 5% at one time
ouch ! a prof. fund manager
they should have been able to notice to dodgy accounts...looks like they didnt

very easy I guess to be dragged in when the MD, FD and chairman claim say that growing well and everything is going well, new products etc etc

[cliffpeat] 15/11/2013 17:48

RM.

1. Dividends: The resolution of 29 July 2011 says ".... payments of dividends to the holders of every class of shares in the capital of the company pari passu as if the same constituted one class. (This was before the subdivision of the ordinaries)

Clause 139 of the articles (also dated 29/07/11) does seem to say that dividends will be paid "proportionately to the amounts paid up on the shares ...."

It may swing on the meaning of "pari passu" - but you may well be right about the dividends.

2. Capital distribution. This appears to apply only in the event of liquidation. I would guess that the most likely "exit" scenario for the company would be the sale of the business rather than the shares - followed by liquidation.

If the company declares a dividend of £1m:

it appears that an ordinary would be entitled to either

a) .21 of a penny a share or
b) .031 of a penny.

So compared with current cash in price per share of about .3 of a penny that would be a yield of 70% or about 10%

If the company sells for £10m the ordinaries would get .31 of a penny - which is about current price. The holder(s) of the A shares would get most of the proceeds.

All calculations subject to error of principle and calculation - so please do your own research and check and amend if you are making decisions.

But if this was always the case why is the company saying that the listed shares have been undervalued?

[riggedmarkets] 15/11/2013 14:06

did the chairman or directors or related parties sell shares at a high price in the past 0-15 years ?

so that any money they have since put back in is just a portion of their previous high gains ?

that is something I would like to know
it would support a conspiracy theory !

I believe that the chairman may have sold during previous cash issues
and the previous MD may have sold shares by selling Montague ltd to invu

the prev. MD had around 19M shares...in Cayman islands trust at one time
if he used false accounts to lift up the share price and then unloaded those shares...that should be investigated imo 'if' it actually happened

[riggedmarkets] 15/11/2013 14:03

one thing that no one has replied to so far is whether the ord. shares would get the same divi as the A shares.

the co. papers and the company act says that distribution per share must be relative to the nominal value of a share

the nominal value of an A shares i 10 x that for an ord. share

cleverly organised by the invu chairman, may be many things but hes not stupid !

hence will 1 A share receive 10x the divi that an ord. share would receive ?

If so, then shareholders can moan or groan all they want
but the law is the law. If people are not clever enough to read the papers that they vote that they agree to, then its very difficult to get any legal redress since shareholders vote yes to it.
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i note that the chairman intentionally gave the shareholders no choice
either you vote yes to the new A shares or the co. goes into administration

the chairman was trying to help ord. shareholders who had put in 40M or was trying to shaft them. I reckon it was the 2nd, Graham1TY reckons it was the first.
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I expect the people who put 40M into invu shares will not be very happy if invu de-lists...and that the chairman seems to be making off with the co.

----
at OCH, another Isreali bod and dirs.....a similar blackmailing vote was put forward
shareholders said 'xxck you thieving directors. we choose administration. up xxurs !!'
shareholder action group formed and has legal representation in the admin. process

Emblaze is another....strange going ons....UK investors put up hundreds of millions of pounds !!.....most of it is now ...gone !!

many uk PIs do not trust Isreali companies...especially regards accounting etc
and the basic of why any Israeli co. should list in uk and not in Israel

[riggedmarkets] 15/11/2013 13:39

Graham
have you actually read the papers for the isue of the A sahres ?

if wound up then A shares get basically everything
....up to the cash they invested and 90-95 % of any excess

ord. shareholders do not realise that...

but the papers were worded to trick them

its related to capital....and the capital is all in the a shares
and virtually none in the ord. shares

If UK invsetors cant read....perhaps can not blame some smart Israeli for taking advantage of them... the chairman..probably with advice from shore capital, experienced in writing trick papers for share issues...eg. och

OCH was a scam imo
intentionally written to trick people....and took in many large rich investors...

[riggedmarkets] 15/11/2013 13:34

Graham

One important point or question about INVU during the last 10-15 yrs is whether the chairman or related parties have sold shares at high prices based on false profit and sales data.....

and are then using a small part of that gain, if it happened,

to then put the WHOLE company in his pocket.

ie. win in the early years...and then put the bits in your pocket for low price at the end

if it has happened, then it is very simiilar to what other Israelis did at OCH, well the last part failed since shareholders formed an action group and contacted institutions and organised a NO vote

that action group is now legally presented at court hearings in cayman islands and I think meetings in London in the administration process

Shore Capital are involved in both cases.
the invu chairman is intimate with Shore capital and sits on bod at Puma II fund.

[cliffpeat] 15/11/2013 08:34

Interview with Colin Gallick, CEO after announcing the 2013 profit.

hxxp://www.brrmedia.com/event/111979/

And an earlier undated presentation:
hxxp://s3-us-west-2.amazonaws.com/brr-streamguys/files/INVU/Corporate%20Presentation%20.pdf

Interesting information over and above the statutory reports.

(h x x p = h t t p [no spaces)

[riggedmarkets] 14/11/2013 16:36

ref. nominees etc

if you have to prove your holding ....here is the relevant date

so, if you cant get the full paperwork done in time....if you print out your holding with 15th nov on it...after the close...then hopefully that might be accepted to get you in to the meeting

(might be cancelled anyway imo.....since some shareholders have not been informed by their nominees.....and imo other problems with the calling notice imo such as the 3% shareholders and dirs. holdings are not given in the annual report, so some material info is being kept hidden
and material fact that the chairman is a beneficial owner of some or all of the entities that own the A shares is not included in the material facts part of the calling notice, ie. that if de-list then the chairman will have even more power....controlling the votes of all the A shares.


"In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders entered in the register of members of
the Company as at 6:00 p.m. on 15th November 2013"

[riggedmarkets] 14/11/2013 15:12

in any case
I think the EGM should be cancelled and called again

- nominee holding companies have NOT been informed, eg. mine is not aware of any corporate action and they have not informed me nor offerred me the chance to vote !!!
so I assume there are many more shareholders that have no been informed


- the RNS from yesterday is not included in the calling notice data
shareholders are not aware that the chairman is controlling the A shares...and will have much more power if the co. de-lists
that might affect how people would vote

[poppa wobbler] 14/11/2013 15:12

Thanks guys for your help regarding the nominee issue.Regarding ShareSoc; I will have a word with them and see what they say. But I suspect they'll say we first of all need a SHAG*.Yes. 9:00 hrs at Blisworth means I've got to be out my door by 4:30 hrs to get there. Most considerate of Invu!(*: Shareholder action group.)

[cliffpeat] 14/11/2013 14:56

Poppa

The Nominee has to appoint you as proxy in respect of the shares they hold for you.

Hargreaves Lansdown did this efficiently for me and have advised the Invu registrar - advising me that I should take proof of idendity.

I may now attend, speak and vote.

Hope this helps

[poppa wobbler] 14/11/2013 11:37

Riggedmarkets. Thanks for all your hard work. Its very good the regulators are involved.

If we could form a shareholder action group QUICKLY, Sharesoc should be able to help here.



They have had some good successes in the past. It would be good if the enquiry came from you.

I intend to go to the EGM next week. But my shares are held in nominee account. I don't supose there's much point in me voting because my shareholding is so tiny, it would have no impact on the overall result.

Does anyone know if I need to take any paperwork to the EGM to prove I'm a shareholder?

[cliffpeat] 14/11/2013 08:44

RM

Thank you for your posts which I will examine in detail over the next couple of days.

I intend to go to the meeting but have not yet decided which way to cast my tiny vote.

[riggedmarkets] 13/11/2013 18:29

the accounts available on line do not include the 3% holders nor the directors holdings
does this break the reporting rule ?

if so, was it done intentionally, to hide share ownership changes by directors and/or holders of over 3% ??

[riggedmarkets] 13/11/2013 17:28

share capital (note 19 of page 42 of 2013 accounts)
hxxp://www.invu.net/PDF/Invu%20Annual%20Report%202013.pdf

ord. shares nominal capital = 169k

A share capital = 3.05 million pounds

Distributions to shareholders are declared as proportional to nominal share capital that a person holds

and the Company Act 2006 talks along the same lines.
The papers say that the deferred shares are worthless and do not receive distributions.

Clearly the people with ord. shares hold virtually nil in nominal share value compared with the A shares, approx. 1/20th part.

So, if any dividend is paid or the company is sold

does that mean that ord. shareholders get virtually nothing while "A shareholders", which appears to be the chairman, gets all of the pie ?
he is linked to 100%

----

If correct, do ord. shareholders realise this ?
Have they been tricked ?