EXPLOSIVE: 360GlobalNet Accounts out – Quindell shown to have bought Shit Company, issued shares to itself & dumped them and lied to investors

Comments

1. ---

   Batman

   5 October 2014, 21:52

   I’ve struggled to keep up but have compiled a chart of the uk subsidiaries, if anyone wants to see org structure according to crawling basic companies house data, please download from here. (once downloaded, open in any web browser) or click my name.

   https://mega.co.nz/#!gFdTWYwK!EH0XIt-JdQ0orkYBHv3kSK1XQLZ9IG5LibldIeCuk4g

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   mjnandrew

   5 October 2014, 22:08

   It.s shocking. What are the reg auths doing?

3. ---

   Tom Winnifrith

   5 October 2014, 22:18

   Mjnandrew

   er to date, sweet FA

   T

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   wildrides

   5 October 2014, 22:41

   Stirling work Tom , as ever .

   Keeping investors safe .

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   turbograndad

   5 October 2014, 22:56

   good work Tom, wonder if the QPP investors that are left finally get it, or is denial a wonderful thing. I was in here, but would rather take a loss, rather than be a toss er.

6. ---

   Tom Winnifrith

   5 October 2014, 23:29

   Wildes & Turbograndad

   Thank you both. To answer TG’s question. having just scanned the BBs it seems as if denial is still the order of the day.

   T

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   Duck and Dive

   5 October 2014, 23:35

   This all looks kosher to me.

   Rob

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   Paul Scott

   5 October 2014, 23:47

   Tom,

   This article is just too complicated to follow on a Sunday evening. So if I can’t follow it, I don’t suppose many other people will be able to either.

   Is there any way you can summarise the key points, and present them in a more readily understandable form – i.e. stripping out all the asides, and details that don’t matter?

   Just give us the crux of what you think has happened, maybe with expandable links for more detail?

   Also I would much prefer it if you would strip out all the overly emotive language – it weakens your case – when you are presenting forensic detail it should be dry & factual. Ranting is best saved for the more general posts.

   That aside, it seems blindingly obvious to me that you’ve opened up a can of worms here – the evidence is right before us – that QPP sued bloggers in the USA through UK courts, knowing full well that they were outside the UK legal jurisdiction.

   BUT, QPP has not sued you! If they had an even half-decent case, they would have done by now.

   Just in my opinion, as usual.

   Regards, Paul.

9. ---

   Batman

   5 October 2014, 23:59

   Hi Tom, great work first of all…can I summarise to clarify my understanding?
   1. A buy back from 3 individual shareholders at 3 quid per share in 360global followed by the same number of shares being issued to QPS ltd (5,648) in return for £3m quids worth of shares in QPS on THE SAME DAY- wow that valuation shot up!!!
   2. There is no evidence of new shares in Quindell being on the balance sheet of 360global? and no record of any proceeds from the shares issued to QPS.
   3.The consideration shares given by Quindell PLC and QPS (for the issue of new shares in 360 global) was supposed to be on an earn-out basis, but the cashflow statements of 360Global suggest that the shares in Quindell PLC and QPS have already been sold – 360Global nets £5.4m!! – nice one! (and this takes Quindell to owning 60% of 360Global!!)
   4. Shares were not issued to vendors but to Quindell itself? Is this by the fact that Quindell are a 60% shareholder of 360global (having benefitting from the sale of shares by 360Global in Quindell? or have i misunderstood?)

10. ---

    Tom Winnifrith

    5 October 2014, 23:59

    PS

    In short

    QPP said it issued £4.6m of shares & 900k of cash to buy 60% of GN360. It mentioned the vendors explicitly in tranche 2.

    In fact it issued the shares & cash TO 360 to buy 360.

    The shares were on lock in but were sold.

    There is no sign of the sale in the the accounts but they are not on the y/e bs.

    So QPP issued cash & shares to itself on lockin to buy a 60% stake in a company and then sold the shares.

    The company s not doing better than forecast as QPP claimed not EPS enhancing it is a total bag of shit.

    The cash has gone & some of it may have gone to QPP booked as sales/profit and op cashflow by QPP.

    If that were the case it would be a panama pump & a fraud.

    Simple enough for you now?

    T

11. ---

    Tom Winnifrith

    6 October 2014, 00:06

    Batman

    1. No not £3 per share ( ie £16500)but £3 in total, ie £1 per shareholder. that then became £3m the same day.
    2. Partially correct. Some of the tranche 1 shares appear on the y/e 2012 b.s.
    3.Nope the 2012 and May 2013 cash and shares were upfront. There will be more shares issued in 2014 and 2015 if QPS hits targets.
    4.Shares were not issued to vendors but the shares & cash were injected into GB360. & in return QPP gets a 60% sake in it. Excet of course that we cant find the shares or a trace of their sale in the 2013 accounts and the accounts state that in fact GB360 got cash not shares which implies they were dumped at once.

    t.

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    Paladin

    6 October 2014, 00:43

    What this looks like is that Quindell wanted to do their % ownership increase of 360 to 19% in Feb 2012 by cash, but at the time when they did it, they didn’t have the cash, so they used shares. However, when the cash came in, the shares that were to be locked in were cancelled and reissued to Quindell PLC (to keep the share count level) and cash paid for the acquisition instead of shares. This would result in the share count decrease at the EOY.
    The release on May 2013 made reference to April 2012 when cash was used to complete the acquisition; suggests that the increase of ownership to 19% wasn’t completely tied up until later in the year.

    The same May release came on the day when Quindell upped its stake again to 60%, and something similar was done (cancel some of the locked in director shares), reissue the shares to Quindell Property Services.

    A company is well within their rights to cancel their own locked in shares depending on the agreement.

13. ---

    Tom Winnifrith

    6 October 2014, 00:49

    Paladain

    So you think that QPP effectively bought back shares issued to a 60%owned subsidiary by giving cash from PLC to cancel the shares.

    In which case it would have had to announce that via RNS since it would either have had fewer shares in issue or treasury shares. It did not.

    And as the Rep & Ac makes cear there were no “locked in dir shares” the shares were all issued to 360GN, the £director shares” in 360GN were bought back by 360 for £3,

    Hence i am afraid that your explanation is hogwash from start to finish

    T

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    Steve

    6 October 2014, 08:36

    QPP up 3.5% today

15. ---

    Forty two

    6 October 2014, 09:18

    Yes Quindell’s SP has been a scientifically accurate gauge of its value and future value at all times hasn’t it? Why bother with fundamentals? ; p

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    Forty Two

    6 October 2014, 12:14

    All looks pretty fishy Tom and quite plausible – but only Q knows of course. I have to say you would have to pay me this amount of money (cash rather than shares please) to acquire a business with a P&L/CF/BS like this. Just 10 employees, o/w 6 front office. Very visionary. Bits I like are the hike in “other receivables” from £100k to £2.2m – peachy. Also that Bickleigh Ridge owns 320 shares. As any fule know Bickleigh Ridge is the investment vehicle of Quindell (and TIG) board member Steve Scott (see p11 Mission Capital doc for BR stake). Not uncommon for him (or his wife Angela) to own shares (or options in her case) of a company ahead of QPP acquiring it in pieces or as a whole (IT Freedom anyone?). Also like the £750k writedown of loans to subsidiaries even though the net amount rises from £2.2m to £2.4m. Not really a loan then – more of a kinda birthday present. Be interesting to know when Bickleigh Ridge came in Tom, who advanced the loans and whether that as a related party. It would of course be non-material in an AIM sense as a related party (these folks are not daft – that’s the City and private investors remember). These can be nice little earners for Rob’s mates. Reminds me of LearnED (RNS 22/07/11) bought from old pal (SCS and TIG) Matt Whiting to which a loan was made from QPP prior to full acquisition and then written off. Rumour has it Matt bought himself a Ferrari (or two) on the proceeds but sadly wrote it off shortly afterwards. Let’s hope RT and LM are better behind the wheel…

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    Slow Eddie

    7 October 2014, 06:27

    Thanks Tom I have no involvement in Q thank heaven but it seems to me to illustrate the real failure of regulation in AIM. Shockingly to me, who hardly can follow the peculiar sales and issue of shares back and forth… going on here (and i never thought of myself as dim…) is the clear insight that most investors are in fact hopelessly under informed about how companies can actually operate and what it seems they can get away with in the realm of smoke and mirrors. Is this deliberate? Why is the failure of AIM to regulate itself properly not a national scandal? Because corruption is an accepted part of the whole company investment game and always has been? I dont know the answer but this case seems to be a bit of a classic case. Are we thanks to you in fact listening to the ticking before the bomb goes off?
    By the way I came across you first being attacked in venomous iii bb posts when you pointed out the problems in GKP’s governance in the past… How right you were then too.