TXO Plc Share Discussion Threads

[godolphin] 06/3/2015 14:56

Indeed pembury. Why not come back from suspension and see what happens? Assuming they will get a nomad.

[pembury] 06/3/2015 13:56

godolphin, especially if Bergen are out!
there aren't that many shares in issue compared to some others either, it's the nominal value thing- however as you say in your post 0.16p breaches that by a fair distance.

[rmart] 06/3/2015 13:44

tb is trying to con a new nomad with this rubbish. imo.

[godolphin] 06/3/2015 12:38

Why are they bothering with the share reorg if one of their investments is worth .16p?

[fishermansfriend] 04/3/2015 20:56

Now for the question I can't find an obvious answer to:

WHY ARE TXO DOING THIS NOW?

Is this really the best thing they could be doing with their time? Surely they should be working on getting a Nomad, working of getting their annual report through the auditor after 27 Mar but before 31 Mar (or, if the AIM listing still exists, they will be suspended again!) And working out the details of the rest of the financial restructuring. That way they could put all the resolutions to shareholders at the AGM for them to decide in full view of all the facts.

So why the rush to get these through in a early separate meeting, they are not holding the meeting at their offices like they usually do so there will be a cost of the venue and no doubt a load of travel costs as well for our greedy incompetent board to claim in getting to Northampton.

My first instinct was they might be taking advantage of not having a Nomad to push this stuff through. But the key resolutions to lower the nominal and consolidate are no brainers (Baldwin shafted the company so badly with his Bergen deal last year there really is no other way), there is a debate over whether they could have done 100:1 rather than 1000:1, it is only really the ridiculous 500,000:1 followed by 500 split that had they had a Nomad they would probably have been told not to be so bloody stupid. And whilst no doubt Tim gets quite a bit of pleasure out of being gratuitously vindictive to his minor shareholders that is no reason to do this now

I would welcome any suggestions people have, but the only thing that makes any sense to me is they need to do another placing so desperately they can't wait until an AGM. But this does not make all that much sense as they only have about 750M of the 1.5Bn new share authority they got shareholders to approve a few months ago and at the sort of price they might be able to place them for in advance of achieving some sort of certainty about their ability to remain a going concern, they would only get about £75k. Can they really be that desperate for cash? Surely not, unless of course Tim wants some fees or a pension pot or a related party transaction to pay him back the £50k he had to put in to get shares at the old nominal in that less than strictly in accordance with AIM rules placing to a director during a close period.

[fishermansfriend] 04/3/2015 20:19

Oh Dear oh dear let's go through the issue of fractionals one more time.

The answer to the question how many shares does someone who holds 950,000 before consolidation have post consolidation is: IT DEPENDS

I said in my post above:

"The repayment of proceeds from sales of fractional holdings will be made to the shareholder on the register, ie to the nominee company and the fractional shares sold will be the nominee companies’ fraction not individual fractions of people who hold through a nominee. The nominee companies will have a number of shares that they cannot easily split between existing holders and not a whole lot of money to pay to individuals. Everybody needs to contact their own nominee company to find out how they will deal with this"

It all depends on how you hold your shares.

Anyone holding 950,000 shares in their own name would have 500 shares post consolidation - easy.

However most small shareholders hold through nominee accounts. Say our shareholder holds his / her shares with Friendly Sailor Nominees. Friendly sailor has lots of mug punter clients who hold various numbers of TXO shares. Friendly Sailor Nominees (FSN) is the shareholder named on the share register and FSN has 100,499,999 TXO shares. Post consolidation FSN will have 100,000 TXO shares to distribute amongst their many mug punter clients. Now FSN always tries to do the very best for its clients and if they have enough shares may be able to give the client who held 950,000 shares 950 shares, if FSN has enough. Note the client has not lost a single share and if all FSNs clients hold in multiples of 1000 FSN will not have enough TXO shares to do this and may have to come up with another scheme.

Funnily enough Drunken Fisherman Nominees (DFN) also has a load of mug punter clients who hold TXO and DFN also is the registered holder of 100,499,999 TXO shares, but DFN does not care so much about its clients, they can see that this whole thing is going to be a complete pain to apply and therefore quite justifiably applies the same logic as applied in the resolutions and their client who held 950,000 shares gets 500 shares and DFN keeps the rest and flogs them at some point, if anybody ever gets to sell TXO shares ever again that is.

The problem is all caused by doing a pointless 500,000:1 consolidation then a 500 split.

How much money will there be from the sale of the factionals - it is impossible to say, but it will require a lot of admin work to sort through the whole register work out who should get what and return it and that admin bill will come off of whatever is to be returned. The amounts returned to named holders on the register could easily be little more than £20 max, even FSN would just pocket that to compensate it a little bit for the pain it has had to go through to try to be as fair as possible to its clients.

What is the point! doing a straight forward 1000:1 consolidation makes the whole thing easy, yes you still have to have the resolution about sale and return of money, but you don't actually have to bother doing anything as the maximum any one registered holder would be due would be about 20p and the £5 rule covers that.

So as I said in my original post:

a. Everybody needs to contact their own nominee company to find out how they will deal with this. Maybe they might turnround to TXO and tell them not to be so bloody stupid and just do a straight 1000:1 consolidation.

b. Everybody should vote against every resolution.

I have been a TXO shareholder for 10 years and even if I was with FSN this would be the last time I get to vote my shares before they are stolen from me by a totally incompetent and greedy BoD.

However if anyone thinks this will alter any of my other activities aimed at ensuring small investors have the best possible information on which to base their own investing decisions then they need to watch this:

[ih_237920] 04/3/2015 10:46

JoJo, as always you embarrass yourself.

"UNTIL more shares are issued there will be no actual change in the value of anyone's holding."

Really? Explain how that's true for anyone holding 499,999 shares?

Explain how that's true for someone holding 999,999 shares?

[jojo_jo] 03/3/2015 18:51

Hold a couple of hundred quids worth of these, so no big deal for me either way.

Consolidation IN ITSELF is irrelevant, so a lot of this is misleading. UNTIL more shares are issued there will be no actual change in the value of anyone's holding.

Consolidation followed by huge dilutive share issuance - now that has been destructive over the last few years.
Raising the share price is nearly always a forerunner to a share issuance, and I've no doubt that there will be fundraising shares issued in the wake of this consolidation.
Holders can only hope these shares will be issued at a fair price relative to the return-to-market price (assuming that will happen, which clearly it must).

If no more shares are issued before the consolidation this is the most relevant paragraph for holders from today's RNS:
"Assuming no further ordinary shares of 0.1p are issued before the General Meeting and that the Resolutions are passed, the Company will have a maximum of 1,331,500 ordinary shares of 10p each in issue after the Capital Reorganisation."

Based on the m/cap of £0.43m at suspension, the shares will return to market at £430k/1,331,500 = 32p approx.

I guess there will probably be a 'near simultaneous' placing at 20p - 25p (depending on total funds required). However if they can raise at least £500k and it isn't all immediately given to GBG there is considerable hope going forward.

We can only hope that Baldwin gets his eyes away from the tunnel, smells the coffee and accepts he's well and truly ensconced in the last chance saloon.

IMPO/DYOR/NAI
Jo

[bam bam rubble] 03/3/2015 17:55

That's a wipeout. Here's how it looks ignoring last year's consolidation;

2011 ...97,869,292 in issue before Baldwin and co took control of listing
2012 ..526,335,912
2013 2,158,667,588
2014 3,237,054,056
2015 5,326,710,544
2015 .......10,652 (2 million-to-1 consolidation to wipeout small holders)
x2,000 = 5,326,000 (1,000-to-1 overall)

[fishermansfriend] 03/3/2015 16:41

As usual the LSE asylum has not grasped what is going on here.

The net effect is the nominal value of the shares is reduced by a factor of 10.

At the moment the company has a nominal market cap of £ 1,331,677.636 Following this they will have a nominal market cap of £133,150.

The overall effect is that current shareholders will have 1000th of the number of shares they used to have.

Let’s take the example of someone with 500,000 shares, at the end of this they have 500 shares.

A nasty twist in there is that someone with 499,999 shares will have none, and someone with 999,999 shares will also only have 500 shares.

The repayment of proceeds from sales of fractional holdings will be made to the shareholder on the register, ie to the nominee company and the fractional shares sold will be the nominee companies’ fraction not individual fractions of people who hold through a nominee. The nominee companies will have a number of shares that they cannot easily split between existing holders and not a whole lot of money to pay to individuals. Everybody needs to contact their own nominee company to find out how they will deal with this, but the intention is clear - the arithmetic has been done to shaft small holders. This is a particularly nasty piece of gratuitous vindictiveness. Exactly the same end effect could have been achieved by lowering the nominal by a factor of 10 - as per resolution 1 and then doing a 1000:1 consolidation. What is the point of doing a 500,00:1 consolidation then doing the fractionals on that then doing a 500 split? It is puerly there to shaft small shareholders. The resolution that does the shafting is resolution 2 which they have made an ordinary resolution so just needs 50% to pass. Making resolution 3 a special which needs 75% is neither here nor there. They have done all this without a Nomad to supposedly stand up for ordinary investors.

The real issue though is what comes next.

This is only the first part of the overall financial restructuring, if it happens at all, and the reduction in nominal is being done to enable a whole load of new shares to be issued. “a company may only lawfully issue new shares for a subscription price at or above the nominal value of those shares (the fee shares trick that was done to give half of the company away to Bergen was done to circumvent this law). In order that the Company may issue ordinary shares at a more attractive lower subscription price in the future”

The next phase is likely to go something like this:

Investor in the Bahamas converts his £500k debt into 5M new shares and then they place another 10M new shares to dilute the investor in the Bahamas below the 30% limit, raising £1m. That £1m pays off other loan note holders and keeps the lights on in TXO for maybe 12 months, nothing more. The dilution of existing shareholders is horrible.

Someone unlucky enough to hold 50M shares currently owns 3.75% of this dog.

Following the rest of the financial restructuring, they own just over 0.3% of this dog.

After all this the shares will probably trade at about 10P, until they dive below the new nominal again. The person who used to hold 500,000 shares, which maybe they paid £500 for (0.1p – though many have averages far far higher than this), now has 500 shares worth £50. Wow what a great 10p party that is going to fund!

Even after this there is no indication that TXO will be a viable company. It will still be an AIM microcap dog with a market cap of just over £1.6M. It will have cleared most of its outstanding debt and will have a range of dog totally illiquid investments that are mostly goodwill and have not lived up to any of the jam tomorrow promises they have made. The only good news in there is that any new investors will doubtless kick out the hopeless management team. On the basis of this why would any new investor want to pay anything over nominal, if indeed enough can be found to pay that much. For continued trading on AIM to have any benefit they will need to suck in a whole load of new mug punter PIs having progressively screwed all the mug punter PIs they currently have managed to suck in. Of course there are a fair few out there who will think averaging down is the way to get their money back, but they would be better off investing that in a decent company that does not just use them as an easy way to fund the lifestyles of a greedy and incompetent board.

“The Company's share price has been badly affected by the convertible loans made by Bergen Asset Management, LLC being converted into shares and such shares subsequently being sold on the open market over the last year, most notably in the last two months. This has reduced the share price to below the nominal value and almost doubled the number of shares in issue”

Great deal done by the current board which netted only £330k of cash which will largely have gone into their own pockets in fees and related party transactions – I can’t wait to see the annual report to see how much they siphoned off last year – if the annual report ever gets produced that is.

I will be voting my shares against all resolutions and everyone else should do the same. They should also complain to AIM regulation that TXO have proposed actions that are specifically and pointlessly against the interests of the majority of their shareholders and made the resolution that does this an ordinary resolution, taking advantage of the lack of a Nomad to stand up for ordinary shareholders' interests. Anyone who lives close enough to Northampton should go along and vote in person telling Tim and his lackies exactly what they think of him. If I did not already have an AGM to go to that day I would make the trip myself.

[fishermansfriend] 03/3/2015 07:26

As predicted if this does survive it will be with total wipeout of existing shareholders:

Notice of General Meeting

TXO, the energy resource and clean technology investment company, announces that it has posted to shareholders a document regarding a Reorganisation of the Company's share capital and a General Meeting to approve the necessary resolutions to allow this to occur, the text of which is below:

1 Introduction
The Company presently has a very large number of ordinary shares in issue, each of which has a nominal value of 0.1p. In order to reduce the number of shares in issue, shareholder approval ("Resolutions") is being sought to complete a share capital reorganisation ("Capital Reorganisation").

The Directors are convening a general meeting ("General Meeting") to seek shareholder approval for the Resolutions.

2 Background to and reasons for Share Capital Reorganisation
The Company's share price has been badly affected by the convertible loans made by Bergen Asset Management, LLC being converted into shares and such shares subsequently being sold on the open market over the last year, most notably in the last two months. This has reduced the share price to below the nominal value and almost doubled the number of shares in issue to 1,331,677,636.

As a consequence of having a very large number of ordinary shares in issue, with a very low share price, small share trades can result in large percentage movements in the share price which results in considerable volatility.

The Capital Reorganisation will have the effect of reducing the number of shares in issue. The Directors believe that this will result in a share price that will be at a more appropriate level for the Company as well as a level more likely to attract suitable potential investors.

Assuming no further ordinary shares of 0.1p are issued before the General Meeting and that the Resolutions are passed, the Company will have a maximum of 1,331,500 ordinary shares of 10p each in issue after the Capital Reorganisation.

3 Proposed Capital Reorganisation
It is proposed that the existing 1,331,677,636 ordinary shares of 0.1p each currently in issue (together, "Existing Ordinary Shares") will be sub-divided and consolidated on the basis of, and according to, the steps set out in the Resolutions. It is proposed that every Existing Ordinary Share will be sub-divided and reclassified as one ordinary share of 0.01p ("Sub-divided Share") and one deferred share of 0.09p ("Deferred Share").

It is then proposed that every 500,000 Sub-divided Shares will be consolidated into 1 ordinary share of GBP50. Unless a shareholding equals or exceeds 500,000 Existing Ordinary Share (and therefore 500,000 Sub-divided Shares), shareholders will be left with a fractional entitlement to the resulting ordinary shares if the Resolutions are approved. Any fractions arising as a result of the consolidation will be aggregated and sold in accordance with the relevant provisions of the Company's articles of association as soon as practicable after the Resolutions are passed. The Company is generally required to distribute the proceeds of such sale (after deduction of expenses of the sale) to the relevant shareholders in proportion to their fractional entitlements save that, where the proceeds of such a sale (after the deduction of expenses of the sale) do not exceed GBP5.00 (such threshold being that which is specified in the Listing Rules), the Company may retain such proceeds.

Following the sub-division of the Existing Ordinary Shares and subsequent consolidation of the Sub-divided Shares, the nominal value of each Ordinary Share will be GBP50. The Companies Act 2006 provides that a company may only lawfully issue new shares for a subscription price at or above the nominal value of those shares. In order that the Company may issue ordinary shares at a more attractive lower subscription price in the future, the Company proposes that each ordinary share in the issued capital of the Company having a nominal value of GBP50 (following the consolidation) be sub-divided into 500 ordinary shares of 10p each (together, "Resultant Shares").

4 Deferred Share rights
The Deferred Shares shall have the rights and restrictions as set out in the Company's articles of association and shall (save that it has a different nominal value) rank pari passu with the existing deferred shares in the capital of the Company. A deferred share does not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution. A deferred share shall entitle the holder thereof to participate in any return of capital on a winding up but only after the liabilities of the Company have been paid and after the holders of ordinary shares have received the sum of GBP10,000,000 for each ordinary share held by them and the holder of a deferred share shall have no other right to participate in the assets of the Company. A deferred share is liable to be cancelled without payment of any consideration to the holder of the deferred share.

5 General Meeting
The General Meeting is to be held at The Silverstone, Victory House, 400 Pavilion Drive, Northampton Business Park, Northampton NN4 7PA on 19(th) March 2015 at 10.00 am, at which the Resolutions described below, all of which are inter-conditional, will be proposed ("GM Notice").

The GM Notice contains both ordinary resolutions (which require the approval of a simple majority of shareholders who vote) and a special resolution (which requires the approval of at least 75% of shareholders who vote). Resolutions 1, 2 and 4 will be proposed as ordinary resolutions and Resolution 3 will be proposed as a special resolution.

Resolution 1

This Resolution 1 approves the sub-division and reclassification of the 1,331,677,636 Existing Ordinary Shares of 0.1p each in the capital of the Company into 1,331,677,636 ordinary shares of 0.01p each and 1,331,677,636 deferred shares of 0.09p each in the capital of the Company.

Resolution 2

This Resolution 2 is subject to the passing of Resolution 1 and approves the consolidation of every 500,000 ordinary shares of 0.01p each in the issued capital of the Company into 1 ordinary share of GBP50 in the capital of the Company.

Resolution 3

This Resolution 3 is subject to the passing of Resolution 2 and approves the sale of fractional share entitlements arising from the consolidation of shares proposed under Resolution 2 by the Company on behalf of each shareholder who holds them, as permitted under article 48 of the Company's articles of association, and to authorise the Company to retain any sale proceeds of less than GBP5.00 otherwise due to such shareholder (after deduction of costs incurred by the Company in respect of such sale).

Resolution 4

This Resolution 4 is subject to the passing of Resolution 3 and approves the sub-division of each issued ordinary share of GBP50 in the capital of the Company into 500 ordinary shares of 10p each in the capital of the Company.

The proposed Capital Reorganisation will not affect the rights attaching to the ordinary shares of the Company, other than to alter their nominal value. The proposed capital reorganisation will not affect the voting rights of the holders of ordinary shares and will be made by reference to holdings of ordinary shares on the register of members as at the close of business on 17(th) March 2015.

[rmart] 02/3/2015 21:40

'trust me' pmsl

[temmujin] 02/3/2015 21:09

trust me inside info..and you cant do a thing

[ih_237920] 02/3/2015 21:03

well, there's the death knell. If "10 bagger Temm" says there will be a "new nomad soon," the one thing we can be certain of is there will never be a new NOMAD

[temmujin] 02/3/2015 20:40

been told news of new nomad soon then relisting and happily ever after

[fishermansfriend] 02/3/2015 20:37

Yarsan / Frankie,

You seem to be doing a great job of educating the morons on the LSE asylum.

I am not going to wade in there, but there were a couple of things that made me smile.

Firstly what a nice chap that Micheal Padley is.

Of course he is, he works for TXOs PR firm Lothbury! Ie TXO use shareholders' money to pay him to be nice to shareholders and try to reassure them, though what he reportedly said was not exactly reassuring. But I am glad he is still being nice to the shareholders that ring him.

He was fairly naughty though when he allowed TXO to change their interims after they had been approved by the Nomad (it is the PR company that actually puts the RNSs out).

He would also have had a big hand in that ridiculous Times article, which tried to suggest that the Nomad resigning was by mutual consent, tried to blame me for all the company's woes, libeling me in the process by falsely accusing me of being behind the TDI erroneous delisting announcement - not a very nice thing to do Mr Padley and not very smart either.

Gary Middleton a director of Lothbury was recommending people buy CTFA (who where also a Lothbury client) (Tim's 2014 trainwreck, which suspended in Oct 14 and will have its listing cancelled in April) back in Jul:



I think that tells anybody all they need to know about the nice Mr Padley and the wonderfully astute and reliable firm he works for.

The other point that made me laugh was about the debt being convertible.

The Oct 15 debt (not all that far away now) £200k is not convertible and it will not be extended further. The other £300k+ is convertible at 0.2P and therefore won't be converted unless the conversion price is reduced by a factor of 10. The £200k is at 15% interest and the £300k is at 10% so that is £60k of interest to find as well as the repayment.

The Bergen convertibles have all been converted now, giving away about 40% of the company in the process. The other £500k is convertible at a 20% discount to the prevailing share price. How can anyone factor in the dilution when they have no idea what the conversion price will end up being.

Keep up the good work Frankie.

[frankieabagnale] 27/2/2015 14:38

Yes, where HAS Nat gotten to these days?

[fishermansfriend] 26/2/2015 07:36

Frankie,

I have not read through all marketwizard's drivel and whilst I agree he shares some characteristics with TEB - Arrogant and bullying, no clue about how the world really works and clearly quite a bit of time on his hands, I don't think he is TEB. My guess would be he is a complete muppet mugpunter who piled in on Fri and can't come to terms with the fact that he leapt straight off a cliff and has lost all his money.

When you look at the financial position of the company and work out why their old Nomad resigned publicly it is very obvious that a best case scenario for existing shareholders is near total wipeout as opposed to the total wipeout that would come with AIM cancellation.

[temmujin] 26/2/2015 04:07

corbine...why are you still here if you think its all over...surely youve got better things to do like toss off