Invu Share Discussion Threads

[smithie6] 30/12/2021 20:08

reminder of the conditions for the distribution of the nett money, after any costs, obtained from the sale

while noting that it is ambigious in some areas in my opinion

"the A Shares shall be entitled, in priority to any payment to the holders of every other class of shares in the capital of the Company, to an amount equal to the nominal amounts of capital paid up or credited as paid up on the A Shares held by them or, if on such a winding up the amounts available for payment are insufficient to cover in full the amounts payable on the A Shares, the holders of such shares shall be entitled to their pro-rata proportion of the amount to which they would otherwise be entitled. In the event that, following such payments, there are surplus assets of the Company available for distribution among the members, payments shall be made on the following basis:

(a) first, to the holders of every class of shares in the capital of the Company other than the A Shares, pari passu and rateably among them, an amount equal to the nominal amounts of capital paid up or credited as paid up on the shares held by them; and

(b) second, to the holders of every class of shares in the capital of the Company (including the A Shares), pari passu and rateably among them, an amount in proportion to the nominal amounts of capital paid up or credited as paid up on the shares held by them";

[smithie6] 30/12/2021 15:27

history

looks like various cash raises at 2p/share in ~2009.
one raise being 44% of the shares after the issue

----

& in ~2013 outstanding loans of ~£3 million were converted to A shares at 1p. Since the co. was struggling & those lenders effectively legally owned a lot of the co. via their loans up to that point, they were able to convert at 1p/share rather than 2p/share....& to have priority in any distribution to shareholders.

Do A shares have to be paid off with a minimum of 1p/share, the price they paid originally to convert loans ?
I don't know but there is a high chance. But I am fairly sure that the pay out will be >1p/share so there is no problem there imo.

The holders of the A shares put in £3 million @ 1p/share (conversion of loans). I am sure that they would like to see a % return on that investment, which carried a solid amount of risk. And they would like/hope to see a return to compensate for inflation from 2013 to 2021, which is a real %.

The investors that helped save the co. by putting in a lot of cash at 2p/share would also hope to see a return closer to 2p/share rather than 1p/share, I assume, but they would probably take anything !!

[smithie6] 30/12/2021 14:58

...a massive majority % of the shares are held by insti holders.

so, the bod have no choice but to treat all the ordinary shareholders correctly in the cash distribution process

[smithie6] 30/12/2021 12:26

any investors that stayed invested since the glory days of the company have lost most of their money. And will only get back a tiny part.
In depreciation/amortisation more than £35 million is showing, which was paid for by Joe Public I assume.

If I remember correctly INVU had an accounting scandal. Sadly, far too common for companies listed on a stock market in the UK. (others being Cupid, Globo, Tesco, Speedy & many more !)

[smithie6] 30/12/2021 12:15

IGNORE

see later better calculations posted at about 22:30 on 30th Dec. '21

=======
177 million shares
+59 million share options @0.17p

(oops, in the case of sale of the co. then options is 104 million, all options become exercisable)

& 300 million A shares, which have preference in a distribution. Do they get equal amount if there is enough cash to pay the minimum reqd for the A shares, or do they get more ??

'if' the total = 177 + 59 (wrong, 104 million) + 300
= 586 million shares !

'if' the nett price is £10 million
& 'if' distribution per share is equal
then pay out per share is £10m/586million
= 1.7p
'if' my rough calc. is correct

'if' the nett price is £7.5 million
then pay out per share is £7.5m/586million
= 1.3p
'if' my rough calc. is correct

(I will be dissapointed I think if I dont get at least 1.3p/share...but need to also read the terms for the A shares )

(there would be other factors, deductions due to legal/advisor costs, but also extra income due to share options paying in 0.17p/share (exercise price), = £100k, small amount as part of the total but it helps)

which would be an excellent cash return from a company that de-listed X years ago !!

(noting that many de-listing companies do so because of problems & later go bust & shareholders see a 100% loss)

=======

so, I guess that us few remaining ordinary shareholders owe a round of applause to the dirs. !!
for their work during the years since de-listing.
('if' we get an equal cut & we are not frozen out)

[smithie6] 30/12/2021 11:50

I've got some !

The operating subsidiaries have recently been sold, in Nov. 2021.
But no price is stated on the disclosure

but !!

the company held nett cash
~£4.3 million I think, & the business owned software products & has a client book & it was/is profitable (but only about £200k in last accounts (or ~£1 million !! if you remove depreciation & product development)
So, I would hope for £7-10 million as the sale price, or more ??.

2 million invested in the software in last 3 years, how good/useful is that software ??

Distribution to shareholders.
I dont have much confidence in the bod & their keeness to give money to shareholders rather than to themselves or to others. but maybe I am too cynical.
There is about 40% dilution phps due to options !
& I think the B shares also get a cut.

The directors of the active subsidiaries are not removed so hopefully there are no big pay offs to dirs. (apart from their options, ~40% :-( )

I will try to calculate/estimate a rough payment per share.

[barnetpeter] 13/12/2016 23:50

hxxps://www.britdaq.com/match/386


hxxp://www.invu.net/


hxxp://www.invu.net/images/Invu_Plc_Accounts_2016.pdf


Anyone still own shares.....?

[graham1ty] 14/8/2014 18:10

Blimey trade gone through at 0.35. And the buyer biding for more at same price

[looby loo] 17/6/2014 15:42

Received email from Ian Smith this morning:

"The Annual General Meeting will be held at Invu, Blisworth Hill Farm, Stoke Road, Blisworth Northants, NN7 3DB on 14 July 2014 at 9am."

[looby loo] 16/6/2014 19:49

Graham1TY, Has the AGM date been announced? (There's nothing on the website yet.) If its at 9am, that would be most inconsiderate!

[graham1ty] 16/6/2014 06:55

AGM 9am on a Monday morning in Northants. Shareholder friendly

[looby loo] 25/4/2014 21:38

Smithie6, Where did you hear FD, Ian Smith had "just left"?
According to these links, he's still with Invu.

[smithie6] 25/4/2014 21:13

if trading well seems strange that MD and FD have just left

[smithie6] 25/4/2014 21:12

anyone know more ?

[twixm100] 07/3/2014 10:30

anybody have any further development here? company appears to be trading well. any options for shareholders?

[looby loo] 13/2/2014 00:15

11 February 2014
Colin Gallick leaves Invu PLC having successfully completed turnaround:

[cliffpeat] 29/11/2013 10:54

RM - I decided today to cut my losses and sold at .35p - so my opinion on the matters you cite is now irrelevant.

Good luck to the company and those who decide to stay in.

[riggedmarkets] 28/11/2013 18:17

Cliff
What do you think about the chairmans role in the past, especially the false accounts ?
And whether ord. shareholders would get same divi as A shares ?
And have you met him at any AGM ?

-----

profdoc
what do you think about the chairman and that he revealed AFTER the letter to shareholders that he was in fact a beneficiary in the 2 big shareholders...
so he could in fact be the 99% owner of those 2

by doing it via an RNS AFTER the letter went out....then normal shareholders would not know....since many/most will not be checking the web every day to see if INVU has issued an RNS

and looks like the execs. quite happily collaborated with the chairman....I'm sure the execs. knew all along....and were quite happy to sign accounts that made no mention of it...

[riggedmarkets] 28/11/2013 18:09

in any case, do ord. shareholders qualify for same distribution ...say of any divi ...as A shareholders....

or do A shareholders get 10 times as much

No one knows.


A shares are 0.01p
ord. shares are 0.001p

Company Act 2006 says imo that divi etc is paid wrt nominal value of the share.
ie. that A shares get 10 times as much, thats my understanding anyway

but

if so

then the papers for the issue of the A shares were an intentional misrepresentation imo and ord. shareholders would not have voted yes if A shares get 10 times the divi of ord. shares
in which case redress via the courts would be possible, but only if shed out loads of lawyer fees first !

[riggedmarkets] 28/11/2013 18:05

good question

in the past they have imo shafted shareholders
false accounts....they claimed X million in sales....and in fact those sales didnt imo exist....stuff was at re-sellers but those re-sellers had NOT paid for the stuff and had NOT sold it !!

was it intentional ?

did the previous MD sell his shares at a high price based on those false sales numbers ?

the MD has his shares in a Cayman Islands trust at 1 time....
and I think had them in Montague Ltd at another....and INVU now owns Montague ltd !!....
I dont know if anyone can explain the history

I was amazed that the MD got a loss of office payment, lucky if the police didnt knock on his door imo.

the salary of the FD is imo nuts for such a small co. ....is he highly paid by the owners to 'keep him sweet' with any orders they give ??

the co. looks now to be owned by the chairman and his mum
did he or any of his vehicles ever sell shares at a high price based on false accounts ...to them buy the company at a low price ? using a part of any gains....I dont know

What is the story with INVU Inc. turning into INVU plc ?

-----

did the co. knowingly raise money from the UK public knowing their accounts were false, ie. claimed 'sales' but re-sellers had not actually made sales !

---
Life as a shareholder.
Current accounts do not reveal the 3% holders.....
...so when it is de-listed I assume it wont either !!

Chairman pulled back the curtain a little after the delisting letter was sent out....ref. his being a beneficiary of the 2 biggest shareholdings....

Shore Capital are involved. ....I do NOT trust them one little bit....israeli or jewish linked broker....played a disgraceful part in OCH...court case for administration currently in process in Cayman Islands...
---

I note that the co. still had links with David Morgan, ex MD
....not good imo considering he was MD when the accounts were false

Israeli factor is not good imo. eg. if they move registered office to there then lose the protection of UK Company Act....and if ever want to take a legal case vs the chairman then who is going to bother taking a case over to Israel, no one.
----

the record of the new MD looks OK.....but if the co. owners say 'dance'....I assume he'll have no choice but to dance !

any co. having over 30% being held by 1 person is not good. INVU is virtually all controlled by the chairman imo.


----


spin a coin !

[profdoc] 27/11/2013 09:47

Does anyone have any idea what life will be like a shareholder in this company when it does not have its shares traded on a regulated exchange? How trustworthy are the BOD in terms of looking after minority rights? Will they fulfil our worst fears and remove all value from the ordinary shareholders or will they act decently, producing a flow of dividends over a number of years?

[riggedmarkets] 20/11/2013 14:25

btw

in one placing in 2009 I see that the dirs. voted in favour of the issue of new shares that they would take up some of....

but which they would NOT offer to shareholders

hxxp://www.invu.net/PDF/Circular%20re.%20proposed%20placing%20and%20issue%20of%20convertible%20loan%20notes%20and%20convening%20general.pdf

so

imo I wouldnt be surprised to see the directors do similar things in the future

(imho you should be allowed to vote for something that will give a benefit or special terms to you compared to other ord. shareholders

but hey,
its AIM, there are no rules !)

[riggedmarkets] 20/11/2013 13:19

lets also recall that the bod has the power to issue 200M new A shares at any moment if they wanted, no need to ask permission....

----

any new shares MUST be offerred pro rata to existing A share holders

interesting

the A shareholders STRICTLY require pro rata distribution where they are concerned for any new shares

but for ord. shareholders

the chairman and the A shareholders bypassed the shareholders (who were the owners of the co.) and REFUSED to let them take part in any capital processes, just for the chairman and his mum and contacts

[riggedmarkets] 20/11/2013 13:12

GrahamiTY
each to their own views

but imo they havent treated shareholders or the minority with respect

1) the issue of A shares was not offerred pro rata to shareholders as is required by the Company Act 2006.
(enough shareholders apparently voted to bypass the law)

2) the issue of A shares was to parties owned or controlled by the chairman
something that goes against the Company Act 2006 and the rules/spirit of the takeover panel (1 party should only have less than 30% otherwise it is deemed that they control the company or have too much power)

(shareholders apparently voted to allow it to happen)

3) the conditions for the A shares were/are blatantly unfair and in the case of a wind up of the company the ord. shareholders would basically get nothing compared to A shareholders, regardless of the assets distributed

(whereas many ord. shareholders think they would get 1/3rd of any distribution above 3M, wrong, cap. of ord. shares is 169k while A shares capital is around 3M and winding up distribution would be proportional to capital, after A shares get first 3M, clearly ord. shares would get basically zero in any winding up if it were to happen, would the chairman push it thru since he holds a lot of A shares and hence benefit ???!!!...and directors have options for around 10M A shares, and could at any moment be given more)

imo the offer as it was worded should not have been allowed to be presented to shareholders, since it was an intentional misrepresentation of the reality.
But on AIM, it is common to have IPOs and other documents which are intentional misrepresentations of the reality, in order to hoodwink the public and get their money. eg. the IPO OCH, Shore capital I think did it, also involved in INVU.
The city works by making money for itself, having no regulation helps them with that. I note that the LSE and AIM are owned and operated by the brokers, not by the Govt. or some independant body.

[graham1ty] 20/11/2013 07:54

Well, did not see how many voted against.....thought 75% a very high hurdle.....but enough persuaded to back the main shareholders. With AIM costs of prob £200,000 pa must make sense.....apart from lack of trading facility....hope they continue to treat minority with respect....