Cloudbuy (#CBUY) seemingly bullish interims so why has Nomad quit?
- 2015-09-10 23:28:16
Last year Ronald Duncan, Chairman of AIM-listed Cloudbuy (CBUY) did a deal involving a non-recourse sale and repurchase agreement with Equities First Holdings LLC (EFH), which was presented to the market so as to look like a loan. These deals typically have a margin call trigger written into the contract, and our understanding is that in this case the phone rings if the average closing mid-price over three days falls below 19.5p. As of yesterday’s close, that condition looks to have been met.
As revealed HERE by Tom Winnifrith, when the shares of Cloudbuy plc (CBUY) were tanking back in March of this year, Equities First Holdings LLC was selling the shares handed to it by Cloudbuy Chairman Ronald Duncan as part of his ‘loan’ deal. A margin-call trigger point of 19.5p (mid) was avoided by the tiniest margin – which could have seen him forced to walk from his deal, and thus lock in hefty profits for Equities First. The question at the time was how Equities First was contractually prohibited from going short, yet they were surely doing just that if they sold while they remained contractually obliged to hand back the shares at the end of the deal. I guess you’d have to be a very highly trained and expensive lawyer to understand why this is all absolutely fine.
Noting Tom Winnifrith’s comments HERE that in the light of his revelation that Equities First Holdings LLC (EFH) had dumped the whole of the 2.25 million shares handed over by Cloudbuy Chairman Ronald Duncan in the sale-and-repurchase loan arrangement, he hoped that Cloudbuy’s shares would absolutely ‘roof it’. Well they have.
Enough is enough. Tom Winnifrith’s revelation that EFH has dumped the entire holding of 2.25 million shares transferred to it by Cloudbuy (CBUY) Chairman Ronald Duncan is shocking. It makes a total mockery of the disclosure requirements demanded by the FCA and AIM Regulation and as such I have today written an open letter to the heads of those two bodies, Mr Marcus Stuttard and Mr Martin Wheatley.
I have always rather liked Ronald Duncan of Cloudbuy (CBUY) because he has the most excellent taste in music and is also a thoroughly decent man. I am sorry he got dragged into the Equities First Holdings mess and I put that down to naiveté and a desire to purchase a nice house not malice. I am thus delighted to report some breaking news which is good news for Ronald and Cloudbuy but opens up a whole new can of worms for EFH and a few other directors.
Last year ShareProphets broke the scandal of AIM company directors taking loans from Equities First Holdings LLP (EFH) and entering into sale-and-repurchase agreements over shares in their companies as collateral. There were various conditions which would trigger a default which required either the transfer of further shares or cash to EFH, or there was the option just to walk away. Within days the first of the AIM companies (Quindell) saw former boss, the insider dealer, Mr Robert Simon Terry walk away under the non-recourse terms – he kept the money. Now a second one is on the hook.
Last year ShareProphets broke the story of how Equities First Holdings LLP was doing stock loans to AIM listed companies whereby the stock was sold to EFH who were then themselves free to sell the stock into the market. Because these deals appear to have margin call clauses, substantial falls in the price of the stock can trigger a default. It may come as no surprise, then, that the share prices of the stocks concerned have not seen universally stellar performance.
On Tues 23 December Cloudbuy issued a ‘Trading Update’ which, just by the timing of the announcement (Christmas Week) meant that it was unlikely to contain good news: as Tom Winnifrith has already pointed out, if it was good news it would have been rushed out in the previous week while everyone was still at their desks.
Cloudbuy (CBUY) previously announced on 27 October 2014 that Chairman Ronald Duncan was taking a loan secured against ‘up to’ 4,500,000 shares in order to fund a house move. Then on 12 Nov 2014, in the teeth of the furore in the wake of being outed by Shareprophets that this was an Equities First deal, Cloudbuy ‘clarified’ that this ‘loan’ was in fact a sale and repurchase agreement and that Mr Duncan intended to complete the transfer of the remaining 2.25 million shares to EFH. Now Cloudbuy has this morning announced that:
I vented my spleen about Wednesday’s ‘clarification’ RNS regarding the Equities First Holdings ‘loan’ which turned out to be a ‘sale’ by Chairman Ronald Duncan - HERE. I have calmed down now, and cool analysis of what we were told raises yet more questions. Serious questions. We have not yet had a full disclosure.









