UBC Media Share Discussion Threads

[gekko68] 25/5/2014 19:43

Here you are simon Cole has no mention in the last RNS holdings,ask yourself why he is selling.he has a holding in Audioboom.

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Before Admission:


Ordinary Shares of 1 pence each
% of Existing Total Voting Rights




DC Thomson & Co. Ltd
33,207,838
16.8
Imagination Technologies Group plc
27,857,373
14.1
Simon Andrew Cole1
21,575,064
10.8
Timothy ("Tim") John Blackmore2
20,080,857
10.2
Liontrust Asset Management plc
15,523,756
7.9
Miton Capital Partners Limited
9,925,000
5.0
Paul Henry Barron Pascoe3
9,676,919
4.9

1. Of the Ordinary Shares shown as held by Simon Cole, 17,680,064 are registered under the name of HSBC Global Custody Nominee (UK) Limited and 3,040,000 are registered under the name Brewin 1762 Nominees Limited.
2. Of the Ordinary Shares shown as beneficially held by Tim Blackmore, 3,344,226 are registered in the name of his wife Margaret Blackmore.
3. Of the Ordinary Shares shown as beneficially held by Paul Pascoe 8,548,714 are registered under the name of Huntress (CI) Nominees and are shares with which Paul Pascoe is connected.

After Admission:



New Ordinary Shares of 10 pence each
% of Enlarged Total Voting Rights
DC Thomson & Co. Ltd
7,394,857
6.9
Imagination Technologies Group plc
18,377,132
17.1
Liontrust Asset Management plc
9,811,634
9.1
Miton Capital Partners Limited
3,770,278
3.5
Benjamin ("Ben") Charles Drury
12,766,903
11.9
Goodmans Capital Investments Limited
21,975,330
20.5
Dolby International AB
4,094,708
3.8
James Martin Kane
8,523,607
7.9

[smithie6] 25/5/2014 19:41

Going concern
7digital Group has reported an operating loss for each of the three years presented in this financial
information and expects this position to continue in the short term, so a material uncertainty exists over
future trading cash flows.
The directors of 7digital have assessed the current financial position of 7digital along with future cash flow
requirements to determine if 7digital has the financial resources to continue as a going concern for the
foreseeable future. The directors have concluded that the ability of 7digital to continue in operational
existence is dependent upon raising of funds as detailed in Part I of this document. In order to achieve this,
Shareholder approval is required and receipt of proceeds is subject to Admission. The directors of 7digital
consider that Shareholder approval and Admission will occur. For this reason the directors of 7digital
continue to adopt the going concern basis in preparing the Historical Financial Information. The Historical
Financial Information does not include any adjustments that would result in the going concern basis of
preparation being inappropriate.

----

If the cash raising does not take place....then 7Digital is not a going concern.

And in any case....the next accounts are likely to include a similar statement since this 4.8M after costs....runs out at end of Dec 2014. 7 months.

[smithie6] 25/5/2014 19:40

value of 7Digital
not sure I would give anything for it....
11M turnover and used up 5M cash in 2013...
turnover down 16% in 2014.

Frightening numbers imo.

UBC situation is much better imo.

I would happily reject the deal. Especially on current terms.
where 7Digital is way over valued imo....and UBC is way under valued.

UBC does not need to merge with 7Digital imo in order to work together.
or for UBC to license its patents to 7Digital.

UBC is currently in a low risk situation.....
- value in Audioboo is almost the same as its total cap. value.
- holds 2.8M cash (if 7Digital pays back that 1M)
- cashflow is small compared to that 2.8M cash held.
- holds patents which it can license or auction if preferred.

low risk share wrt its current mkt cap....
good level of cash held....
involved in growing sector

the 7Digital merger is completely unattractive imo...to UBC shareholders...
while it is ESSENTIAL to 7Digital....since about to run out of cash....
and heavily loss making....

and useful to IMG...since they want access to UBC patents... and 7Digital services...

If the new 7Digital hits the buffers..(runs out of money at end of Dec 2014)...IMG will imo just buy the bits of the co. out of administration.... for peanuts...perhaps they dont/wont care....and own 100% of the bits they want...including the patents....rather than just a %
with of course nothing for current or future UBC or 7Digital shareholders.

[gekko68] 25/5/2014 19:39

Looks to me,your company is acquiring some dogs & getting rid of the good investments. So why would you still want to be in? Your director sold all his holding,if you check on the last holdings RNS it will confirm this.

[smithie6] 25/5/2014 19:30

7Digital

used up 5M cash in 2013....ouch !

almost 50% of turnover !!

trying to turn that into break even ..quickly ...big fight imo.
sack half the staff ?!! to remove 5M from the costs ?!!

and that is after 10 years since the co. started !!!
ie. still not got its act together...

turnover is down in 2014...so that aint gonna solve their cash burn problem...

[smithie6] 25/5/2014 19:21

je je

7Digital has raised 11M over the years....since around 2003.

to produce a company that has revenue of 11M and lost 4.5M last year.

If this cash raising does not take place...then 7Digital is

in a bad position....

(UBC lent them 1M....and in May IMG lent them 1M.....not pretty picture imo looking just at those top level numbers)

They increased op. cost by 3M in 2013.....
WOW !!

but turnover was flat...and in 2014 it is down...

increased costs by 3M (from 7 to 10M)
and the result was/is....lower turnover !

although licensing revenue is claimed to have increased.

imo wildly....with no control of costs...
hence Ben Drury moved sideways...out of the MD position.

-----
If value the 4.8M cash at zero...since will be gone by Dec 2014.
and Audioboo stake of 20% of UBC at 5M and UBC cash at 2.8M and rest of UBC at 3M ...gives 11M for UBC...Infers 19M for 7Digital part....

19M for an entity losing 4.5M per year...
and with lower turnover in 2014 than in 2013...


Does NOT add up imo.

imo need to renogiote the terms...

eg. 40-50% of the merged entity for UBC and not 19%.
-----

Large chunk of sellers shares put into escrow....appears that someone is not too sure that all the 7Digital news or results are true !!

to be cancelled if any surprises pop up in coming months...

[smithie6] 25/5/2014 19:13

the new shares to be issued for cash...qualify for tax relief..

so a 40% tax payer wont pay 2.7....but perhaps 1.5-2p

while of course UBC shareholders are not invited to take part !!

[gekko68] 25/5/2014 18:59

Smithie,with this thread,who has come on & said we are behind in your action? The fact of the mater is,without support from the vast majority nothing will come of what you believe in what is a unfair deal for the shareholders. The stock market is corrupt with the amount of lies being told by directors. They announce news that everything is good,but in reality it is not great. The stock market is a casino,with only around %10 of those investing make money. You need too accept you will not get it right all the time & admit when you make a mistake & move on. Allot of people where talking about UBC on the bulletin board on LSE,it has now gone quiet. Suggests to me allot of people who where holders have sold. Not allot of people have been talking about Audioboom until the last few days,they have only become aware of it,the fact not allot of people are talking about it yet is a good sign of further support & even bigger moves up. Allot of these shares are being hoovered up by institutions & they are buying in big chunks at a time 84k etc & it is consistent,i have never seen this kind of buying before in such small company.

[smithie6] 25/5/2014 18:58

." Total turnover of £2,462,000
was recorded in the quarter ended 31 March 2014 which was 16 per cent. down on the same quarter in 2013.
This was ahead of internal expectations and reflects some expected declines in digital content sales."

Turnover down 16%...fantastic.
Loss doubled...and turnover down in 2014....

Where can I sign. !! (not)

[smithie6] 25/5/2014 18:47

7Digital results

Loss.
1M, 2.2M, 4.M


Clearly on a roll !

In year to Dec. 2013 they doubled their loss....while revenue stayed flat.
Net liabilities of 2M......so bang, there goes UBCs nett cash on day 1.

Raising 4.8M net of costs...so enough to last till Dec31 2014 at current loss rate.
till need to raise new cash.

Only 7 months away !!! Arghhh !!

Personally I do not like to invest in anything that will run out of cash in 7 months !
(UBC did not have that problem....and held a noticeable amount of cash wrt its cashflow out)

At first glance....not very appealing imo.

As a result imo they are moving the MD of 7 Digital out of the MD chair ...and labelling him strategy dir.......ie. disabled imho. Now has no power. ...imo the powers that be are not happy with the results to Dec 2013...and have moved him out of MD role as a result.

New MDs experience in music downloading sector.
Nil....apart from failed cliq1 venture in 2009....failed badly....used up 1M pnds.
Not a recommendation imo.

imo neither are the right man for the MD role.
Need a good techie that is also good with controlling budgets.
Most techies will burn the available cash.....without enough control...
as 7Digital have over the last years.

[smithie6] 25/5/2014 18:37

1.2M costs for the merger btw

so the City boys will be happy enough !

[smithie6] 25/5/2014 18:29

btw the UBC patents have application in the TV sector as well
and the internet (big sector !)

the possibilities in the TV sector are VERY BIG. (as written by the MD)


to give the patents...and 2.8M of cash away for less than 1M of shares in 7DIgital (apart from 7digital shares in return for the stake of 5M in AUdioboo)

would be imho ...INSANE

and hence imo illegal....

imho the bod can NOT recommend to its shareholders it as an acceptable transaction....

(unless the buyer is in some way ...'keeping then happy !)

----

Digital radio sector is about to take off.
streaming digital radio is exploding, now.
Smart TV sector is rocketting.

Now, is not the time to offload any business operating in these sectors...or patents for ......less than the cash held !!

ie. paying 7Digital to take it away !!

Insanity imo.

[smithie6] 25/5/2014 18:21

(WHICH IS WHY IMG INVESTED IN THE FIRST PLACE and have in reality been driving all the action ever since.....

S. Cole is imo just a pawn....acting largely under IMG instructions.

his complete lack of success is clearly visible looking at the 10 year share price chart for UBC.
Done many corporate actions over 10 years.


All have failed !!.

(bt. one company at X and then sold it for a fraction of the price around 2 years later !!)



..imo in return for scratching the back of IMG ...they will make sure he is OK in coming years. I expect that in return for helping IMG

- getting 50% pay rise, and if departs in a few months as I think is higly likely he then gets that 50% pay rise included in his loss of office payment.
- large share options package in 7DIgital...and as a result he is able to SELL all his UBC shares in the merger, pocketing the cash (around 300k) while still having a large exposure to any possible upside in share price of merged entity by having a big wadge of share options..but not of his cash will be at risk !!...a clear win-win for him

- mega director car
- large jump in benefits


etc etc)
----

the other analogue radio boys from UBC are all stepping down.....
imo Simon Cole is likely to be moved sideways soon as well
to be an non-exec. or a manager or an advisor
(and I reckon he has a promise that he can keep his share options)
Perhaps SC should also step down at same time..or be an adviser or non-exec.

They might be fine as operators of analogue radio stations ...and picking presenters....for the days of TOny Blackburn or Bruno Brookes
but not skilled at operators in digital radio and digital app market...

dont have app or IT development/management backgrounds


----

Too many items in this merger do not add up imo. Hence I have voted NO for 600k shares ....at the current terms.

[smithie6] 25/5/2014 18:13

" Am I right in thinking the shell company shareholders in One Delta have tripled their original holding in value? While ours have halved! Says it all!"

thats what I make it as well.

----

Just made a post on action group msg board. explaining how 7Digital are paying around 1M in shares for
- 2.8M in cash in UBC.
- UBC patents
(WHICH IS WHY IMG INVESTED IN THE FIRST PLACE and have in reality been driving all the action ever since.....S. Cole is imo just a pawn....acting largely under IMG instructions...imo in return for scratching the back of IMG ...they will make sure he is OK in coming years. I expect that getting 50% pay rise, large share options package etc etc)
- Note, IMG is not interested in the analogue radio parts of UBC....the digital parts, perhaps.
- UBC client list


----
The possible usefulness of UBC to IMG is easy to see.....
in addition to the patents...

UBC has IT experience in supplying digital stuff to Yahoo....and content to digital radio systems (been doing for years, hard for anyone to remove them perhaps from that service)..and their apps are used by Sirius satellite radio (26M users), and digital radio networks around the world....

so...
if IMG wanted to incorporate any of that with the UBC patents...and put it into a chip design and then license it to all digital radio makers then they can very easily....
but they need ability to use UBC patents...ideally to own/control them...
which they are doing via this 7Digital deal imo.

If IMG wants UBC ....then imo they can pay......

at present UBC shareholders are PAYING 7Digital to buy UBC.

We give them 2.8M cash plus the patents and other bits of UBC...and they give us 1M in shares in 7Digital for all of UBC aside from Audioboo...and 5M in shares in 7Digital for our stake in Audioboo. (in fact slightly less...since transaction price is 2.7p and not current 3.-3.5p)

imo such a deal can NOT be legally recommended by the bod to shareholders....

and hence if shareholders want to lobby the bod and/or regulators....we could perhaps get the conditions of the deal improved....or changed to not-recommended...

and/or UBC bod changes to not recommend the deal....and UBC is offerred for sale to the world. Maybe a US buyers would pay more than 1M to obtain 2.8M of cash AND the UBC patents.

Possible buyers of the patents include
- competitors to IMG (since IMG want the patents...then clearly their competitors would as well, if asked)
- Sirius radio (26 M monthly paying clients. 0.1$/month license would be 2.6M$ per MONTH to UBC)
- Google, MSoft, Twitter...for use with digital streaming radio
- car manufacturers (if you want to use the benefits of the UBC patents...then you can only do that if you buy one of our cars). (BMW, GM....have shed loads of money , just 1$ license per car sold would equal millions each year)

[smithie6] 25/5/2014 17:56

btw
Last accounts report that UBC had 1.8M of cash at end of Sept 2013.
That is after lending 1M to 7Digital and 400k loan to Audioboo.

So, removing the 1M loan to 7Digital it had cash of 2.8M.

UBC mkt value is now 6M.
THe value of its stake in Audioboo is now 5M.

Hence 7Digital is paying 1M nett , apart from the Audioboo stake, in shares (6M-5M) to buy

- 2.8M of cash.
- UBC patents which are granted in all of Europe, Auz, Canada and awaiting grant in USA (applied for donkeys years ago, so cant be long now to be approved or rejected, if rejected then all patents would be rejected ....unlikely since European patent reviews already considered USA patents when granting the patents for EUrope)
- client list
- digital radio app business....being used by Sirius radio, Bell Canada radio stations etc......(if you want to use any apps that use UBC patents in EUrope, Auz, Canada etc...then you can only buy or license from UBC)
Digital radio and internet streaming radio is high growth sector.
Sirius 26M clients who pay a monthly subscription, around 20-30$/month I think. If UBC could get 0.2 dollar license fee from each client for using an UBC patent protected app...then good profit per year. Sirius do all the distribution and payment collection. UBC would just be sent cash every month.
- UBC media traditional business, low worth.
- UBC work for Yahoo etc....has possibilities

(to invest need to think ahead.....if invest in a Sunday Newspaper tip when everyone else is ...then it is often at a high price and too late.)

If the UBC bod and MD seriously are recommending shareholders to vote yes to selling 2.8M of cash and the patents and the other stuff for 1M

...well, I for one do not agree.

I suggest that shareholders lobby the MD and major shareholders to get the terms of the deal with 7Digital re-negiotated so that UBC does not sell 2.8M of cash for 1M worth of 7Digital shares.

If the vote needs 75% ....then the deal on the current terms can still be rejected.
A simple RNS to say that new better terms have been agreed....could be enough to help to get the 75% that is needed. (I think it is 75%, of those that bother to vote). Sadly many PIs can not easily vote since shares in nominees....or will not bother to.

[mach100] 25/5/2014 14:57

Smithie, I reckon you are bang on. You actually were open-minded all along and prior to the publication of the terms you made a fairly good case for potential upside. I didn't like it from the beginning. Am I right in thinking the shell company shareholders in One Delta have tripled their original holding in value? While ours have halved! Says it all!

[smithie6] 25/5/2014 14:50

some past examples of dubious directors actions include

- CUPID. (TV programme I think about dubious company activities....dating site using false profiles of pretty ladies...contacting possible clients...to act as bait to get possibles to sign up...in order to be able to write back to the pretty ladies....who of course vanaished once the person signed up/paid !

- Sefton resources

- Mobile Streams....MD sold 1/4qtr of the co. while issuing RNSs saying everything going great....
months later....sp collapse !!
sold around 70p ...sp now...18p

- one resources company listed.....turned out a large part of its claimed assets....did not in fact exist. No one in the listing process actually checked !!

- Orchid Group
raised around 100M pnds. The crisis has nailed property prices in Eastern Europe so share price collapse. The 2 execs. made off with the company for their unpaid excessive salaries, say 2M pnds. After raising 100M . They submitted a winding up order to Cayman Is. court...the day before the shareholders voted NO to a rescue package.
Shore capital made a bundle out of the listing and other actions. Sold out a large part in the initial placing...millions of pounds..that they handled !. And that is legal !!! Amazing.

[smithie6] 25/5/2014 14:42

"Audioboo also wanted the deal too go ahead"

Audioboo was controlled by ...UBC....
51% according to the RNS...at time of the merger.

The bod could have voted yes or no.....and blocked it.

----

Of course and fortunately the UBC bod are honourable men and would not have numbered bank accounts in Zurich or Panama or Cayman Islands or Luxembourg or Gibraltar or Jersey or Lichtenstein or Bahamas or Monaco

and have received any payment from the people that subscribed the cash for new shares....to see their money go x 3 in weeks.

Otherwise that might be a logical explanation.

But sometimes one feels that the tax havens and company fronts are there to shield dodgy deals..and stop any investigators.

(billions of pounds of money was hidden in Switzerland...and exposed by a bank worker.....now with police protection since his life is at risk from the people he has revealed.
Germany and Spain collected hundreds of millions in back taxes using the lists of people with secret accounts...
the world is often a grubby place)

[smithie6] 25/5/2014 14:25

btw
my website is...
fulltimeinvestors.com

there is a blog page for UBC.....with past opinions...in case of interest
but no opinions posted since the merger-de-merger deals.

[gekko68] 25/5/2014 13:49

Make no difference how great a company is,all that matters is the direction of the share price. if its going up,your making money. I bought shares in a company called Ceramic Fuels,held on for 2 days & had a %80 profit & sold when i saw it spiking. I know when i bought in it was a garbage company with a incompetent board,made no difference to me,all that mattered was i made a profit.
However i see allot of potential here & the potential to make allot of money in the next 6 months. Do you see the same thing with UBC?

[gekko68] 25/5/2014 13:44

You got too look at it this way,what share will give you the best return? The way i look at things is,if everyone is optimistic about the future of a company,then they keep buying there shares. UBC holders are not happy about the future,so logic says no one going too keep buying UBC.

[smithie6] 25/5/2014 13:38

"btw
If you had 5k pounds in value the UBC stake in Audioboo. (ie. higher value in UBC shares)

then while audioboo has gone x3 in value you have made 1.5x 15% gain = 22%
close to 1K pnds.
(this assumes that the merger with 7Digital happens)

whereas if UBC had done no merger deals at all then you would now have 15k pounds in value in your stake in Audioboo
a gain of 10k pounds."


So, when Audioboo goes up in value....imo UBC shareholders should be sad.....they have lost out on most of the possible gain, getting 1k instead of 10k. New investors from now where are getting your gain...for a business that you funded to grow to be where it is now.

The new investors in Audioboo are laughing ......especially at UBC shareholders and at the MD and bod of UBC...for breaking all the documented/written basics of venture capital.
-----

Will Simon Cole manage to grow 7Digital....like Audioboo grew....
and then do the same ??

and sell 7Digital to new investors for close to nothing ?!

Its what he has just done with Audioboo.

[gekko68] 25/5/2014 13:37

I kind of think whether the Audioboom model works or not we will see a huge rise in the share price over the next 6 months,as they are not forecasting huge profits,but only too brake even by the end of the year,however i think they will do better than what they are forecasting as they are signing up record users.

[smithie6] 25/5/2014 13:35

btw
If you had 5k pounds in value the UBC stake in Audioboo. (ie. higher value in UBC shares)

then while audioboo has gone x3 in value you have made 1.5x 15% gain = 22%
close to 1K pnds.
(this assumes that the merger with 7Digital happens)

whereas if UBC had done no merger deals at all then you would now have 15k pounds in value in your stake in Audioboo
a gain of 10k pounds.



Simon Cole is giving you a gain of 1k pounds....whereas you would have had 10k pounds if done differently, such as listing Audioboo directly on its own (obvious thing to do imo)

(and after listing without raising much new cash.....you let the price rise....due to buyers and no shares available....since wasnt listed before...

and then

issue new shares if you want....at price of x3 you can issue 1/3rd of the number of shares to raise the same money....producing a massive bonus for original shareholders by reducing the dilution.

(recall. UBC shareholders go from owning 51% of Audioboo to owning 4% if merger with 7Digital happens.....I question whether regulations/COmpany Act has been broken ....since UBC shareholders were not asked to vote on selling the MAIN ASSET of the company. imoh tHe COmpany Act requires that shareholders vote on such a large transaction (happened at other cos. where I have been invested). The LAW.

(anything over 15-25% of assets requires a shareholder vote imo...I cant recall the exact percentage the law states)