Zenith Energy Share Discussion Threads

[sea7] 23/4/2017 08:27

11smith,

2015 accounts filed on sedar on july 24th 2015. The link to them works fine.

[sea7] 23/4/2017 08:22

Tks cottoner, that is clear enough on SDRT status. I hadn't got that far with the prospectus!!

[scotty666] 22/4/2017 22:18

11smith look on sedar.com and you will see them listed.

[andy] 22/4/2017 21:00

oakville,

Commiserations, I'm sure they'll come straight back up.

Is the oatcake shop still beside the ground?

[cottoner] 22/4/2017 19:31

I'm looking forward to see want happens in 2017 and 2018.

[11smith] 22/4/2017 18:48

Does anyone know where to find the accounts for year ending March 2015 as they are not reported where they should be. There is however, a statement from the company detailing the errors and corrections to the accounts, but no actual accounts. The CEO, Andrea Cattaneo, Chief Executive Officer of Zenith comments, "Overall, in management's view, the proper numbers, as released in the restated financial results today, will actually now reflect a net benefit to Zenith in terms of IFRS measures versus the initially reported numbers. The management and Audit Committee of Zenith regret this isolated incident and will ensure that we continue to employ best practices to minimize the potential for any future issues." ////////// That is the final paragraph, this is quite simply not good enough. So, where are the actual accounts for tear ending March 2015?

[cottoner] 22/4/2017 16:05

From the Zenith prospectus page 170

Stamp duty and Stamp Duty Reserve Tax (“SDRT”)

The statements below are intended as a general guide to the current position under UK tax law. They do not apply to certain intermediaries who may be eligible for relief from stamp duty or SDRT, or to persons connected with depository arrangements or clearance services (or, in either case, their nominees or agents), who may be liable to stamp duty or SDRT at a higher rate.

Admission of the Common Shares to the standard segment of the Official List will not give rise to a liability to stamp duty or SDRT on the basis that the Admission does not involve a change in title to the Common Shares for consideration. (The definition of consideration for stamp duty purposes is restricted to consideration in the form of cash, shares or debt. However, the definition for SDRT purposes is
broader and will include anything in money or money’s worth.)

The central management and control of the Company currently takes place outside the UK and the shareholders’ register is currently maintained outside the UK. As such, upon the admission of the Common Shares to the Official List and to trading on the London Stock Exchange’s Main Market for listed securities, any transfer of Depositary Interests should no longer attract SDRT.

Provided that the shareholders’ register continues to be maintained outside the UK, there will be no SDRT on any agreement to transfer the Common Shares themselves. However, any document transferring title to the Common Shares will attract stamp duty at the rate of 0.5% (rounded to the nearest £5 if necessary) if it is executed in the UK or relates (wheresoever executed) to any matter or thing done or to be done in the UK.

Where a document transfers title to non-UK shares, but the transfer has such a UK nexus, it may not be relied upon as evidence in civil proceedings within the UK unless it is exempt or has been duly stamped by the UK tax authorities.

[scotty666] 22/4/2017 14:28

I think it's because of the dual listing in Canada.

[pugugly] 22/4/2017 14:07

cottoner:> Agreed - I had checked link myself . Also found UK registrar
Depositary and Registrar
Computershare Investor Services Plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
United Kingdom

So still totally confused as to why no stamp duty -

sea:> Agreed with your view of notes I often refer to them as analists !! Thanks for the link - AIM listing stated.

Also interesting from the placing document "however the Placing Shares may not be resold in Canada or to a resident of Canada for a period of four months and a day following Admission. The average daily volume for the Common Shares on the TSXV between 1 December 2015 and 30 November 2016 was 31,229."

So the placing was conducted by


Probably my last post this weekend - Will have to phone a broker on Monday to try and get clarification as to status. Also I have not been able to find any reference to Optiva in the placing document (but may be there but cannot get a search facity to work)

[cottoner] 22/4/2017 11:45

There is no confusion about where ZEN is listed.

[sea7] 22/4/2017 11:44

I work on the principle that if my broker puts a stamp duty charge on it, at the time of purchase then I pay it, if not I do not. They are responsible for levying it correctly not me.

It is the same as the PTM levy. Buy over £10k and you will see £1 added to your charges. Panel of Takeovers and Mergers (PTM)

[sea7] 22/4/2017 11:41

if you want to read the full note...



I generally take broker notes lightly, as they either have a vested interest or are sloppy on the details.

[sea7] 22/4/2017 11:40

have a good weekend Oakville!!

[oakville] 22/4/2017 11:39

Picked another 40k up yesterday. Now holding 220k. Have a good weekend in the UK, and up the Vale !!! (Probably relegated today but still miss going to Vale Park)

[sea7] 22/4/2017 11:39

Yes the beaufort note does say aim market, however, they are wrong. Zenith would not even be allowed to trade its stock without a nominated advisor (NOMAD) appointed to the company. All AIM stocks must have one at all times. If they do not then the shares get suspended. Zenith does not have a nominated advisor and does not comply with rule 26 as it is not listed on aim.

I normally only invest/trade AIM stocks and are well aware of this requirement.

[pugugly] 22/4/2017 11:31

Even more confused - Just managed to see part of a copy of the Beaufort note of 2nd February which states it is an AIM stock - So if correct no stamp duty BUT surely if an AIM stock should comply with Rule 26 - As mentioned above cannot find any Rule 26 compliance on their web site.

[sea7] 22/4/2017 11:23

It does have a standard listing on the main market, not a premium one, it is not dual listed on another HMRC recognised exchange, despite being on the TSX-V.

from april 2014 SDRT was abolished for aim and high growth segment stocks. The London stock exchange is obviously a recognised exchange and the main market is included, however, the High growth segment and aim are exempt.

Where a company is exempt, no SDRT is levied and this shows up in the electronic contract note you get when buying. Some stocks I buy have this Stamp duty showing, some do not. The standard list, is not premium listed and High growth segment is normally for companies with a cap of less than £170m, which zenith has.

The brokers manage this and if you are liable it is automatically collected at the time of purchase, unless you are off market, then you must declare.

standard listed stocks are not eligible for ftse indexes and are therefore excluded. As they are excluded from this, then I believe they come under the exemption for SDRT.

[cottoner] 22/4/2017 11:08

ZEN is not listed on AIM.

Zenith Energy Ltd
Admission to Official List LSE and Placing
RNS Number : 8529T
Zenith Energy Ltd
11 January 2017


Zenith Energy Ltd. is pleased to announce that its entire Common Share capital, consisting of 98,564,867 Common Shares, will be admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market under the ticker symbol "ZEN".

[pugugly] 22/4/2017 11:03

sea7 & grannyboy. Re stamp duty - I may have confused myself - I had taken Main Market listing ex Market Main Market to mean that as a Main Market listed stock it was subject to Stamp Duty Reserve Tax

From the placing document "by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange’s main market for listed securities"

However from what you are saying this appears to be an AIM stock. However no Aim26 rule provisions (that I can find) on their web site . Also from page 38 of the placing document they are required to appoint a registrar, (however 424 pages so have not read all of it and not apparently a search provision) No registrar apparent from the investors section of their web site.

so going to leave alone for the moment as if an AIM stock does not appear compliant with AIM Rule 26 - Unless eith or you or another can point out where I have made a mistake about any or all of the points above.

[sea7] 22/4/2017 08:38

Do not forget 11smith that the recent Q3 was the first full quarter of production for Azerbaijan.

Q3 Profit of $341,000 in Azerbaijan.
Average 322 boepd across the group.
$593,000 raised from investors towards listing costs.
£3,187,000 raised at ipo on 11 January, post period end.
argentine assets sold, which strengthens balance sheet and reduces the likelihood of overstretch.

Re-assignment of costs of approx. $1,600,000 in Q4 post successful fundraise and completion of the business combination of the Azeri assets

Loan payment of USD$700,000 made on January 20, 2017 to significantly reduce corporate debt

$407,000 of convertible loan debt was converted on January 30, 2017 resulting in the issuance of 3,700,000 new shares.

The company recorded a net loss of $1,555,692 in the three months to end December 2016, which contained non recurring costs of $890,000 related to listing costs and options awards. Strip these cost out and we have an operational loss of $665,992 for the period, which is £384,982.

Comment..

The Company's primary objective emphatically remains to achieve incremental oil production increases through a systematic field rehabilitation programme in Azerbaijan. It should be underlined that these financial statements also reflect one-time costs related to the Company's recent listing on the London Stock Exchange which will not be incurred in the future.

Since this Q3 update they have made other advances in the reduction of debt, which we know about.

They are doing what they set out to do, patience is what is required here.

[sea7] 22/4/2017 08:25

11smith - the intention to list in London and reasons.

The Company intends to raise aggregate gross proceeds of a minimum of CAD $1.7 million (£1.0 million) and up to CAD $5.9 million (£3.5 million) pursuant to the UK Placing and intends to allocate such proceeds to provide additional funding for debt repayment, to provide additional funding for the Company's development and appraisal activities in Azerbaijan, Italy and Argentina and to provide additional working capital. The UK Placing will be priced in the context of the market with the final terms of the UK Placing to be determined at the time of pricing.



Reasons for listing in London
The directors of Zenith (the "Directors") believe that the Company has reached a stage in its development where it is appropriate to seek admission to another major international stock exchange.
The Directors believe that listing in London is desirable for the following reasons: 
-To enable the Company to raise funds to be applied as described above.
-To improve liquidity in the market for Common Shares.
-To enhance the Company's profile and enable it to access equity finance required to continue its expansion. 
-In addition, the Directors believe a presence in London, with its geographical and time zone locations in the middle of the Group's main centres of operation, will assist the Directors in the effective running of the business.

.....................

Whilst the company was running low on funds, it is utilising what tools and platforms it has available to it, to develop, continue in business and expand.

They are doing what they say they are doing, they are using the funds raised for the purposes outlined and like any organisation, the success lies in the execution of the plans and the outcomes achieved based upon the due diligence done beforehand.

You can wait until august for the year end accounts to june 30th, however, the business is going to be much further along by then.

The share price may be much higher or lower, you pay your money, you take your chance. No guarantees as you know.

[sea7] 22/4/2017 07:41

ravin,

This thread has a lot of good info on it, so I would be inclined to continue with it.

Thanks anyway.

[thegreatgeraldo] 21/4/2017 22:31

What dramatic change are you suggesting since the Q3 accounts were published?

[11smith] 21/4/2017 22:12

It is obvious if you look through the accounts that the reason for the London listing was to save the company from bankruptcy. Simples. Wait for the year end accounts.

[thegreatgeraldo] 21/4/2017 21:46

PUGUGLY
21 Apr '17 - 20:59 - 1397 of 1404 0 0
sea7. I had seen the 25% rule - What I was seaching for (sorry lack of communication) is whether there are any main market regulations relating to turnover of shares in their market - i.e. volume of shares changing hands per month -

..... What an odd question.

Reason ZEN said they wanted London listing was that their turnover/churn? on TSXV had been declining.

... they were being ignored on the TSX, London is a rather bigger market & it's easier to raise cash in a liquid market. As a dev play, ZEN will be looking to raise funding, can't see how else they'll kick off drilling next year.