Tclarke Share Discussion Threads

[cc2014] 24/6/2021 09:31

Raising the base salary so much is quite clever because the potential bonus of 150% and 50% LTIP use the salary as the denominator.

I notice on top on this the directors have an additional 50% LTIP opportunity to support the revenue growth plan.


I have no issues with directors being well rewarded. The question for me is whether the rewards are appropriate.

[edmundshaw] 23/6/2021 10:47

Thanks foir your thoughts CC.

Goee looks like a numbskull mis-step. Covering it up is not transparent, but it is hardly a mistake you would shout about...

The issues of management transparecy and probity are always important though, and that definitely inserts a question mark.

Board remuneration is always a bugbear with me, and the 33% and 47% sound bad.I will check that out. But when a company and its profits grow (order book etc) you do expect some rises. Sadly, board greed has become embedded in our markets due to insufficient political will to do something about it. Not seeing this as a stock-specific problem unless the remuneration is a) not tied to share price and earnings growth or b) excessive and out of line with market averages.

On balance, I think 140 to 160p is still my current target (which is why I added last March at 80p or so and also why I sold a few at 140p), with the idea of of increasing those targets on good news and progress... CTO for me is in a good space and well run.

[effortless cool] 23/6/2021 09:25

Why not? I have sold out too, but I remain interested, having put a lot of research effort in and built a lot of knowledge of the business.

[edmundshaw] 23/6/2021 09:15

CC2014 I thought you sold out of these last Spring. Why so interested now?

[cc2014] 22/6/2021 14:46

This is bugging me now. Right from the beginning the Board chose not to disclose the value of the investment. Thoughts please?

Here is the RNS announcement from January 2020 over the Gooee investment:


TClarke plc ("TClarke" or the "Group"), the Building Services Group, announces that it has signed a 5 year UK exclusive agreement with Gooee to sell, install and maintain the revolutionary Gooee suite of smart building products. As part of this agreement, TClarke has made a small but strategic investment in Gooee.

[cc2014] 22/6/2021 14:09

The issue for me is that I see two red flags here of different types:

1. The investment in Gooee which has gone bad. This doesn't reflect well on the commercial judgement of the 3 executive directors. There may or may not be a good reason it went bad but since they aren't sharing with us, I find it hard to see it as anything other than poor judgement.

2. The desire to hide the nature of the transaction in the accounts, by slipping it in as a one-line below the line and not explaining it. This sits even more uncomfortably with me because this is a decision shared by the whole Board, the execs and non-execs

[wfcreserves] 22/6/2021 13:29

I suppose if one wanted to sell an asset without the proceeds attracting the attention of your creditors you could ask the buyer for an investment for the selling price into the company which can then be written off?

And once the company goes into liquidation without accounts being published no one will see what happened unless an "independent" liquidator picks it up?

Just surmising.

[cc2014] 22/6/2021 09:37

There are 5 Ran Oren's at Companies House born in Dec 1970. The pattern is clear.

[effortless cool] 21/6/2021 15:30

It would seem to be the same person, although the records are not linked in Companies House (this is not unusual). This version of Ran Oren also has an impressively long list of dissolved companies to his name.

[wfcreserves] 21/6/2021 14:42

Would that be the same Ran Oren of Icknield.com who was brought in as a director to achieve a management buyout.

It has been alleged that shareholders were not given full details and the some of the Directors had conflicted interests having already started up a similar business called Dr Organic?

Perhaps a similar scheme was required by Gooee directors?

[effortless cool] 18/6/2021 15:41

It is interesting to note that Ran Oren, the Gooee director that appointed the administrators, is: (a) also a director of Aurora, and (b) has been a director of four other businesses that have been, or are being, dissolved, with Philip Armstrong and Philip Watkins of FRC being the administrators in every case.

[cc2014] 18/6/2021 14:27

According to the statement of affairs Gooee Ltd issued 1 share which is owned by Gooee Holdings Ltd of which there is no record at Companies House.

I cannot find any Gooee Holdings Ltd.

I can find Gooee Group Holdings Ltd registered in Bermuda and Gooee Group Holdings regsitered in Belize (the latter being inactive).





Regardless it's a complete mess and something that should be explained not hidden.

If CTO have a shareholding in Gooee it should be declared in the accounts.

[effortless cool] 18/6/2021 13:20

The Statement Of Administrator's Proposal for Gooee is now available at Companies House.



There is no mention of CTO at all and Aurora (see CC2014's post 3966) have a charge over all all assets and IP, so it would seem that the CTO's £2m "investment" is a total write-off. One might almost think they knew this when they wrote it down to zero in the full year results, but did not feel the need to comment on it.

It is interesting that another poster mentioned that the £2m had bought them a 2% shareholding in Gooee; nothing has been filed at Companies House in this regard, so either proper records have not been filed or the information provided was false.

Finally, the Board really should be held to account by shareholders for this failure. Why did they invest £2m in a business that was clearly in dire financial straits? Why is there no record of their 2% shareholding at Companies House? Why did they feel the need to pay such a large amount for exclusivity over a product that was hardly selling? If the relationship was considered material enough to issue a "Strategic partnership" RNS when the investment was made, why did they deem it appropriate not to mention its failure in the FY results or the subsequent trading update? What happened to the £2m?

[santangello] 17/6/2021 11:07

.....and with the Trading Update 20th July, I have backed the company and added again :)

[santangello] 17/6/2021 10:55

Recent markdown a bit harsh and overdone i.m.h.o Inaccurate read across's being the culprit perhaps ?Following that and my listening to the company and not the market, I have added today (trade not showing as yet).

[cc2014] 14/6/2021 09:42

Very sad situation at NMCN. It is hard to understand how a company that had £26m net cash at Dec-19 and £33m net cash at end of Dec-18, now according to the trade press is looking for a £50m loan in order to keep going.

It's about time the accounting profession started doing something serious about accountants who can't count.

Agree no read across apart from yet another construction company that can't add up.

[edmundshaw] 14/6/2021 08:35

NMCN- North Midland Construction as was. Used to own that many years ago, when it was growing and pretty well run. I recall one badly written contract hit them quite hard one year, and it took them quite a time to recover.

Yes, an utterly different business, albeit in construction. And it has currently three problem areas too, including water contracts which never used to give them trouble... so looks very stock-specific. Wish them well but I see no read-across.

[igoe104] 14/6/2021 08:18

Looks like more bad news for NMCN, is having a effect on CTO share price today. Even though CTO is a completely different animal...

[effortless cool] 10/6/2021 12:42

Good comments, CC2014. The Board's silence on the Gooee debacle is, in my opinion. disgraceful. One might almost think they had something to hide ....

[cc2014] 10/6/2021 12:02

I have been trying to unravel this Gooee situation. See post #3932 from Effortless Cool

I am going round in circles.

T. Clarke's annual report is for year ended Dec 2020 and Gooee Ltd was not in administration until April 2021. I appreciate that they wrote it down to zero but surely all companies are required to disclose any shareholding they have invested in regardless of it's worth even as a minority shareholder? They are required to disclose dormant companies so I would have thought disclosing one which isn't dormant a requirement.

Investing £2m in Jan 20 and by Dec 20 having to write the whole thing off seems worthy of comment but not a single thing in the annual report.


A quick search at companies house shows there is only one Gooee company. Gooee Ltd. They do appear to have an American subsidiary, Gooee LLP but I think we must assume T. Clarke invested in the UK company. Perhaps it is not where CTO invested the £2m but since their annual report doesn't tell me I have no other place to start. The last confirmation statements at companies house show Gooee Ltd only has 1 share. Indeed the last set of accounts for Dec 19 only show 1 share. So, for T. Clarke to buy 2% of Gooee Ltd, it would have had to do a share split. Easy enough but companies house does not show any change in share structure. I'm not sure how long companies have to do this, but in any event it would flow through on the next annual update, which unfortunately was due around Nov 20 but wasn't done so we are none the wiser.


Then I read the last set of accounts for Gooee Dec 18, submitted in Sept 19 which would have been the ones avaiable to the directors when making their investment decision. Not pretty showing negative net assets of £5.5m. Indeed if you go back over time the accounts are never pretty. The sort of accounts were if you were investing you'd want a parent company indemnity of some kind in case they just dumped it into administration.

So, I went to look up the parent company of Gooee Ltd which says it is Gooee Group Holdings Ltd, only I can find no record of Gooee Group Holdings Ltd at Companies House. So, I give up. Better things to do with my time.


I think it's a poor show when a company invests £2m and within 14 months the company goes bust. Worthy of some explanation in the annual report in my opinion.


Finally Gooee and Aurora Lighting are intertwined with some common shareholders but are seperate companies. Aurora appeared to have supported Gooee through some loan agreements. T. Clarke in my mind have got stuffed when Gooee got dumped into administration. One wonders why T. Clarke didn't have some cross indemnity from Aurora given the fragile Gooee accounts. There are questions to be answered imho.

[janekane] 27/5/2021 07:28

Looks like we may have hit it’s high for now

[igoe104] 21/5/2021 12:56

Nice four figure dividend received today....

[mfhmfh] 20/5/2021 11:24

CTO could be a takeover target based on recent M&A activity. IMHO.