Orchid Developments Share Discussion Threads

[b3thany] 30/11/2012 23:23

markt,

You can only do so much and I think you have done more than anyone here recently but you must not let Och consume you. Sometimes it is necessary and best to put this down to experience and move on before it starts to take over your daily life. As for Shore Capital the lengthy paragraphs exonerating their responsibilities yet they are being paid in cash NOT Och stocks, typically 10% of cash raised I'd imagine, speaks volume as to their main aim. As for the major insti holders I must admit I am not familiar with their current holdings, relationship with management, etc. However, I cannot envisage any of them not foreseeing current predicament given the prolonged economic and banking crisis without any assurance or recompense from management of Och at the outset - they could/would profiteer or have profiteered from their associations here.

As I said earlier imo best to let the individual pi to decide as to their individual course of action regards the Open Offer. Good luck!

[jrewing3] 30/11/2012 22:03

markt. sibir energy soared on relist

[markt] 30/11/2012 20:47

So
is anyone willing to submit an allegation in person to the City of London Police ?

[markt] 30/11/2012 20:46

Sibir Energy was another fraud I think...

maybe it is on Wikileaks as well

I was lucky ...by chance I happened to have sold out of it before, since I wanted the money for something. Only had about 1-2K pnds.

[markt] 30/11/2012 20:45

if we ever wanted a lawyer in London

2005 "Sion Richards of the law firm Jones Day and Robin Spencer of the law firm Lovells"

---

in Langbar case....allegations were first submitted to the City of London police....they then decided to refer to the SFO (but noting that it was a big case, 200-300M$ !!)

quite funny in a way, 200-300M$ and from 2003 to 2005 ..and annual reports and RNSs..no one had sussed anything !!

(the claimed assets did not exist at all !)
so looks like no checks were done at ALL before the IPO, amazing !!
(a broker is supposed to do various checks before backing a co. for an IPO)

"After 56 days of trial, a settlement was agreed under which the Rybak Defendants agreed to pay to the Company a sum amounting to about £30 million in settlement of the Companyʼs claims."

Broker Nabarro Wells only got 250k fine and publicly censured. Peanuts imo considering that a lot of the fault was there's for not doing the check the rules require them to do. Lesson, brokers dont really care !, if they will make money from an IPO then they are very keen to do it !!
----

LESSON ?
Do not think for a second that the auditors or the stk mkt regulators or brokers doing IPOs do very much at all or are filtering out dodgy companies or directors !

wow, scary !

[markt] 30/11/2012 20:31

wow !

I just looked at what Jack posted

a big fraud case that I had never heard of



------

"Crown Corporation, which changed its name to Langbar International Limited in 2005, was a pump and dump fraud, in that the company did not possess the assets that it declared at listing"


!!!!!!

(ie. do not rely on
- auditors
- company accounts
- the AIM regulators !!
- the broker producing the IPO


"the company did not possess the assets that it declared at listing"

WOW !!

------

"The Company was established by Mr Mariusz Rybak in Bermuda on 4 June 2003 under the name of Crown Corporation Limited. Mr Jean-Pierre Regli, Mr Wolfgang Menzel, and Mr Rybak were each appointed as a director of the Company on 6 August 2003. Mr Menzel resigned as a director on 18 December 2003. Mr Friedrich Kramer was appointed as a non-executive director in October 2003 (and resigned on 6 June 2005). Some controversy exists as to the circumstances of Mr Menzel's resignation "

At OCH the dirs. are changing all the time ! Chairman just about to change again. Just the same !!
Tim Childs and another director left. (and I am wondering if B3thany may be T.Childs and is maybe trying to help us ! with a bit of 'steering' !)


----

Compare with OCH

Langbar registered in Bermuda.
OCH chose Cayman Islands !!

Both registering in distant 'havens'.....much harder to investigate their accounts, much harder to prosecute any wrong doing to investors resident in the UK.

The names of the directors look imo to be .....Israeli !!!

One of the big subscribers to the IPO was a co. called Lambert.
Abraham ''Avi'' Arad Hochman was the principal director of Lambert.

Now, that for sure is an Israeli name.

----

Quite funny in a way.

the British are so stunningly gullible it is amazing.
we believe everything that people tell us (because we grow up in a country where normally we can believe what most other Brits tell us, so we become trusting and gullible.

You can see it in....."The Real Hustle"

And we get ripped off on the stk mkt year after year with frauds...and "we" allow the system to remain unchanged !

[markt] 30/11/2012 20:23

Tax dodge
any submission or not- not sure I am allowed to say !...or against who !

---
but submissions were made many days ago to the regulators...and they have said they are not interested, I still hope that may change due to re-submission with more arguments/reasons....

(the offer doc. is NOT a prospectus so it appears it has to comply with virtually no rules)

(whatever you ever say to the FSA or AIM Regulator....in my experience they always say it is not their jurisdiction...and that you have to talk to X or Y
once they said that ...and it was another part of the FSA, more than their jobsworth
for them to forward it to the correct department !! or to do anything to protect investors/public imo !!)


BUT

it is the UK, not Namibia

and there are laws and police and the CPS

and obtaining money/goods/services by misrepresentation is illegal imo
and obtaining money or personal benefit with the use of blackmail or threats is also illegal
---

From an e-mail submission it is possible that a reply comes saying 'not under out jurisdiction' or ' thanks, we will look at it and get back to you' and then after the EGM they say the CPS have decided to start a case/prosecution or detailed investigation

but, after the EGM, if the vote is yes, incl. 30% from dirs. on resolutn 2 then
it may stop any case, since if the shareholders vote that they agree then it makes anything 'legal' , very difficult imo.

and if the CPS were to telephone the bod after the EGM, or before, maybe they just de-list from AIM.....and the office is then Cayman Islands...and I doubt anyone would continue a case if had to go there.
(probably shielding laws in Cayman that no legal body from outside Cayman can do anything inside Cayman. It is a "haven" after all. Any decision from UK court can perhaps not be imposed in Cayman).

---

Are you willing to go to your police station and submit a typed prepared allegation ?

I dont expect to be in the UK in Dec. so at this moment I cant submit anything in person, unless I do it at an embassy outside the UK. But I guess i could post if needed.

(hopefully they would then log it and then forward it to the relevant department....which I assume would be the met. police in the City.

or can anyone go in person to the met. to make a submission ?

---

the laws, police , Crown pros. service, etc are all paid for, free, they work for the public...
we can submit an allegation to them if we want

(but if we do nothing, we should not cry afterwards imo)

[markt] 30/11/2012 20:08

Do the remaining members of this informal group want to organise to try to submit a formal paper next week ?

such as calling an EGM ?
submitting a paper calling for the current process to be stopped, since it appears in our opinion to be illegal ?


(to do such a thing perhaps we would need to pay a small amount to an official company or person in the City, such as a lawyer or a broker.....to create and submit the paper on our behalf
and perhaps we would need someone who knows the process and the law

(if we raised 1000 pounds from 5% of the shares, owner of 1% would pay 200 pounds and so on. Would need a broker or lawyer willing to be involved. I dont know one. Ideally a shareholder that has paid say 50k or 100k for OCH shares would be motivated and may have a broker in London that could be used.

I guess one of us could read the company articles and see if we need 5% or 10%.
Any volunteer ?!
If need 10% to call an EGM then we are sunk since we have only close to 5%.

(it would be much easier if the IIs did it, and we just added our votes to their if they needed more, which they wouldnt.....but so far we have seen no action from the IIs)

[markt] 30/11/2012 20:01

Thaarg

moved to markt thread....in order to try to partly unclog this thread from my many posts

[markt] 30/11/2012 19:53

Timtim

"If I had my why I would communicate with the largest share holders ie the II and get this sorted out, I for one would support a new fresh team in there. "

I agree completely with your view that need a new team at OCH.
I have no trust at all for the bod, the direct opposite, complete distruct. Personally I want them to step down, for gross misconduct, with no 12 months notice pay. I scribbled such the other day.

If you want to write to the IIs....you will find e-mail addresses further back in the thread...someone posted some....

(this week the IIs have said they are not happy.....and are talking with other IIs and to the broker and I assume to the dirs....but I have seen no info about action or proposed new resolutions....)

the time will now go very quickly....and once people are sending in their money, or not, to subscribe....before 10th Dec I think...then gets harder to stop or change the process....(if stopped then money has to be returned...and then maybe a new process started...not popular with admin. staff)

[tax dodge] 30/11/2012 19:50

Have you reported this to the police.
If so how did you get on.

[markt] 30/11/2012 19:46

B3thany
......

moved to Markt thread to try to partly unclog this thread from my many posts

[markt] 30/11/2012 19:36

Jack

" The exercise seems to be getting hold of many shares as possible as the priority, rather then putting the money in."

this is exactly what I think

(the offer will not generate any real cash, or peanuts
mostly it will convert any debts or salaries that should go to the dirs. into shares....

ie. taking the assets of the shareholders imo)

---

And imo the resolutions are blackmail/threats

'let us take over the company and let us get lots of assets...
or will put the co. that you/we own into administration'

to me, that is fraud/dubious.

[markt] 30/11/2012 19:33

moved to Markt thread

[markt] 30/11/2012 19:27

If you believe you are the victim of anything other than the most serious or complex fraud, you should normally pursue the matter through your local police force. The police have primary responsibility within the UK for investigating all types of criminality including fraud and other offences of dishonesty. Contact details for your local constabulary can be found in your telephone directory or via dialling 101.

Alternatively, you may wish to pursue the matter through Action Fraud, which is the UK's national fraud reporting centre. Their online fraud reporting service is available 24 hours a day, enabling you to report a fraud and find help and support. They also provide help and advice over the phone through the Action Fraud contact centre. You can talk to their fraud specialists by calling 0300 123 2040. Further information can be found on their website at www.actionfraud.org.uk.

[markt] 30/11/2012 19:23

R & T
'paying something'

the 0.6ME is debt, left over from their 2009 bonus.
imho there was no 30M profit, and hence no bonus should have been paid

the other items are shares instead of salaries

in a way they are partly contributing cash, by not taking salaries

but they dont actually put cash in that can then be used to pay the bank interest, they just dont take money out to pay their salaries
----

imo if OCH can not afford to pay them....because of their bad management of OCH, after receiving and using tens of millions of pounds...and producing a company suspended and with cap. value of 2M pnds before de-listing...

then imo they should just wait in line with the other creditors....and if there is no money after paying the banks...well then unlucky directors !....shareholders would not get anything either.

but no, the dirs, prefer to put the company into their pocket instead !!

---

Any share issue should be pro rata, full stop.
AND that dirs. can NOT go above 30%.

In that case it would be up to the dirs. to make such a share issue attractive to shareholders.
And they could declare that "issuing X millions shares at Yp, with 1:3 warrants attached, exercisable at Zp. And that the dirs. and the IIs have promised to subscribe for their rights and have already paid their money to the company. The other shareholders can now take up their rights if they wish".

Company Act 2006 (for UK reg. companies, not OCH !)
"directors must operate the company for the general benefit of all shareholders"
(the OCH dirs. are currently breaking this UK law, but not UK registered.
What Cayman is. law says I dont know).
and
"directors must safguard the assets of the shareholders"

and NOT nail the company into the ground so that a solid % of the co. can be bought in return for dirs. salaries !!...and put the assets into their own pockets in return for their salary !!.....leaving the shareholders with little part of the assets

[markt] 30/11/2012 18:53

R & T
how the dirs. receive their 73% of shares if other shareholders do not take up any is quite simple imo, if you do some research


and I have explained it 3 or 4 times already I think

hmmmmm

I explain it ....again !

------

20% in the IPO, imo for free. 20% of IPO value of approx. 60M. Hence 12M pnds.
8-10% as free shares as a bonus for claimed 30M profit in 2009, imo no 30M profit was made

so 30% so far, without imo paying any cash

43% in this offer, in return for salary etc (from 64% to 73% can be rthe day after the EGM or within a few days, dirs. can issue the new shares to who they want , when they want.....and OCH needs money....so can issue to themselves & no one can complain)

= 73%


0.6ME 2012 salary
0.6ME 2013 salary
0.6ME debt for cash not yet paid from 2009 bonus (see offer doc.)
0.6ME 12 months notice on employment. liability/debt.
0.1-0.2 loan to OCH

= 2.6ME, in return for 43% of OCH

= 24ME of NAV if you believe the accounts

2.6ME of salary in return for 24ME of NAV.

Just in the hotel and land, 43% equals 8ME of assets with NO DEBT.
2.6ME mostly from salary in return for 8ME of assets with NO DEBT AND 43% of the GM and 43% of Orchid Gdns and 43% of Varna Hills and 43% of Sofia Hills.....

If the dirs. do NOT get 43% of the shares...then they could if they want ....produce a 1 or 2 RNS that OCH is having hard time and marginal as to whether OCH can continue to operate and stay listed, or that considering to cancel listing on AIM.
If so, NO ONE, NO ONE !, would touch the shares and the share price would fall/crash imo.

Then do a new share issue in Jan/Feb at 0.5p per share or 0.2p, 250M shares; and only the dirs. would want to take part !! (eg. in return for the debt of 0.6ME from the bonus or maybe 50 quid would be enough at 0.2p/share !)

And then have around 90% of the company...
and then do a demerger of the hotel company and the land assets ....and they would own 90% of those assets...and of the GM and Orchid Gdns.

If the dirs. want.....they can get ownership of most or all of OCH.
They are doing quite well in owning large part of OCH, and about to increase that.
I dont expect it to stop !!

if they were dedicated to the benefit of shareholders...then the resolutions would not appear like blackmail, "you will allow the dirs. to buy large amount of OCH just for their salaries or we will put the co. into administration" !!

imo if shareholders get anything out of it, X years in the future, it will imo be crumbs...while the dirs eat the cake on the table above us. (the cake could just be the hotel and the land assets; whether the GM and Orchid Gdns etc will get taken by the banks, we dont know, an accountant + Varna estate agent perhaps could work it out !)

The offer would/could raise approx. the same amount of money.
Hence imo the offer is a waste of time for OCH, it does not generate DECENT amount of cash that will make much difference to OCH. (I also wrote this months ago, in my example calculations of share issues for OCH, arguing that any share issue would be a waste of time since impossible to raise any money that would be worthwhile/significant)

----

BTW
if Bellport, or anyone else
sold the shares of OCH short from the time of the IPO, knowing it was over valued by a long way....

sell at 90p and buy back at 20p say.....

you would make 70p/share.

if done from a tax haven, such as Cayman Islands, (where Bellport and OCH are registered)......there would imho be no way to know who was the person(s) behind the transaction. Tax havens, secrecy of accounts.
----

R & T
please also read my post about Inland Homes. INL
shareholders there are not happy apparently
some similarities to the situation at OCH.

note, it is not a case from 7 years ago
it is now, AGM was on 27th Nov.

dubious goings on are quite common on AIM and the LSE

[markt] 30/11/2012 18:26

BTW
Imho the situation at OCH is not uncommon for listed property companies !!

It looks to me like the situation at Inland Homes (INL) is very similar to OCH.

- Excessive or very high director salaries
-excessive bonuses
- excessive IPO valuation

- excessive value apportioned in the IPO to the existing assets of the company
(well, that is largely the investors fault, unless the IPO doc. is misleading, sadly 90-100% of IPO documents are misleading imo, and give a very optimistic image of the company and its future. The regulators belong to the brokers, dont forget !)

- annual accounts with little or no information in the important parts, keeping shareholders in the dark


There is a recent critical article from Investors Champion.
Hopefully they dont mind me copying some snippets here.

Investors Champion, great website, you really should visit it !
www.investorschampion.com
(I get articles, pdf files from them at no cost. much appreciated, thanks.)

here is are snippets from their excellent article about Inland Homes, many similarities to the continual demise/fall of OCH since its IPO

"We have learned that shareholders at Inland Homes are preparing to question the
trading performance and Directors remuneration at the forthcoming AGM. We
have taken a closer look at Inland and have unearthed some interesting facts about the value of its shares and their apparent "loss of value"."

"In addition to this they were also entitled to a number of very generous benefits and an annual discretionary bonus, up to a maximum of 100% of basic salary.
While one can be critical of the generosity of the remuneration package, especially for a business so small, it was there in black and white for all to read right from the
outset. This also pails into insignificance compared with the equity stake that had
been engineered from private company to listed status for a relatively small cash
outlay and for little of true value being added".

"This suggests a 'real' loss in value in net asset terms of only 20% which compares with the share price fall of over 60%. The 'gap' in value is
effectively largely represented by that premium uplift on IPO - the shares were
simply too expensive in the first place!"

SAME AT OCH imho.

"- Pre-ipo valuation
Prior to the AIM flotation the value per share of this small untested business rose
swiftly from 10p to 35p and then to 50p over 18 months. It's hard to justify the
42% uplift from 35p to 50p when clearly so much was still in progress. One wonders what questions new shareholders asked of
management before investing"

same at OCH imo

"Despite this business being all about the future 'potential' and with only a limited
trading history a pre-ipo value of £33.58m was achieved when the net assets were
only £14m, an uplift of over £20m."

Same, well worse, at OCH imo. (OCH IPO valued 5M of NAV (16M assets and 11M debt) at 40M ! and raised 18M, to have cap of approx.60M)
(there's a fool born every minute imho !, many of them bought into the OCH IPO !)
---

"only 6
lines of narrative can be linked to this £43.8m; by comparison one whole page is
devoted to 'charity work'. Until investors are provided with the composition of this
figure it's surely very difficult to value this business with any accuracy!"

same at OCH imo.

"In addition to this they were also entitled to a number of very generous benefits and an annual discretionary bonus, up to a maximum of 100% of basic salary.
While one can be critical of the generosity of the remuneration package, especially for a business so small, it was there in black and white for all to read right from the
outset. This also pails into insignificance compared with the equity stake that had
been engineered from private company to listed status for a relatively small cash
outlay and for little of true value being added."

same at OCH imo.

"We appreciate that in the heady days of 2007 many IPO's attracted rich valuations, however, these were largely in respect of businesses that had a longer trading history and had achieved more. In the instance of Inland a great deal of value was attributed to the 'reputation' of the senior management before very little had been achieved with the current business.
In management's defence, although funds had been secured before the financial crisis took hold, the market environment obviously then deteriorated substantially
and commitments had already been made for land purchases."

"Hopefully more will be revealed to those attending the (Inland Homes) AGM on 27th November, it's likely to be eventful!"

[roughandtumbleone] 30/11/2012 16:45

Mark.Can you please clarify this statement please "And now they could go from 30% to 73%.....and again not pay anything for it."I'm confused because surely if no other shareholder were to subscribe haven't they basically offered to put up the funds required? Doesn't that mean they are paying something?

[markt] 30/11/2012 16:13

"joeblogg2 30 Nov'12 - 13:31 - 203 of 210 0 0

mark,I have met Guy and spoken to him and he has always been pleasant and has come across as decent and honest"


Joe
Sadly it does not count for anything imo.

Bernard Madoff was "always been pleasant and has come across as decent and honest"
and he was found guilty of a pyramid scheme of hundreds of millions of dollars.

and there is a similar list.

If anyone shady tells a possible victim 'I am a shady character and I am about to do a deal that benefits me while you lose money'
.....surprise surprise ...no deal would ever happen !!

----

The OCH exec. dirs own 30% of OCH. 17M Euros of nett assets if we believe the accounts. And approx. 5M euros of nett assets in land and the hotel with no debt.
And imo they have not paid anything for it !

And now they could go from 30% to 73%.....and again not pay anything for it.


It is so crazy to be amazing imo.

And if appears that you, as a shareholder, think they are doing a good job for you. (from any money you have ever put in, they have 30% of it, imo, without giving you anything !, it looks to me like they have never put any money in (but I need to check a cash raising that happens after the IPO)

Quite funny, or ironic imo.

[markt] 30/11/2012 16:06

"If I ever do get my money back out again I'm taking it to Vegas. At least there I get to look at boobs while throwing it away."

he he, nice one !!

[markt] 30/11/2012 16:05

BTW
What is happening at OCH....(transfer of assets to the 2 exec. dirs.)

is perhaps also happening at Mobile Wave.

(At mobile wave the dirs. have made loans to the co. to allow it to keep going
....at mobile wave they are also involved in litigation....as OCH is as well...

and both companies share price has been on a never ending downward trend....

both on edge of going into administration

and being owned by the directors.

(At mobile wave, the directors could, imo, at any moment declare the company has converted the loans from the directors to the company (a large part of which is probably being used to pay directors salaries, as per OCH !) into shares in the company....and that the company is now majority owned by the dirs.

and then the dirs. use it as a vehicle for their benefit.....perhaps a reverse takeover of some company (Mobile wave has been trying to do that for ages, when the dirs. own most of the co. ....maybe they will announce that it has now happened !)

[jack1236] 30/11/2012 15:22

The CEO wasn't there from the inception of the company, the CEO's background was a high profile accountant for Baker Tilly, he was jailed for a year.

[luckynickyboy] 30/11/2012 15:06

Aah ok, ta.
I've definitely learnt this year that no more money is going in AIM stocks for me - I'm in both BOR & OCH, and too much market manipulation going on with the former, and well, I don't really need to say about the latter do I..
If I ever do get my money back out again I'm taking it to Vegas. At least there I get to look at boobs while throwing it away.