Tern - Live Discussion

Jabawoker 09 May 2015

the broker note said "potentially", we all know potential on AIM.

oldjoe1 03 Apr 2015

Re: TERN, Oh Dear Not Again......... Tern – yet MORE dodgy filings on Companies HouseNigel Somerville, The Deputy Sheriff of AIM | Thursday 2 April 2015 This really is the gift that keeps on giving. Notwithstanding having to issue whole series of corrections and clarifications already this year, Tern plc (TERN) has a spot more explaining to do with regard to Companies House filings by its 75% beneficially owned Cryptosoft Ltd.The first one is this: In the RNS released on 15 Sept 2014 announcing the acquisition, Tern stated:Jon Penney and other employees will retain a minority 5 per cent. interest in Cryptosoft which entitles them to 25 per cent of the net proceeds of sale as and when Cryptosoft is sold.In the clarification RNS of 7 Jan 2015, Tern explained:This structure necessitated the creation of a new class of "B" ordinary shares in Cryptosoft The Company acquired all the 950 "A" ordinary shares of Cryptosoft in issue. The 150 "B" ordinary shares in issue, which carry no voting rights, were issued and allotted to the Seller and the other employees.So why, then, does Cryptosoft’s Annual Return to Companies House dated 19 Feb 2015, and filed on 18 Mar 2015, state that the only holder of ‘B’ Shares is Mr Jon Penney? Where are the ‘other employees’? (One might cynically wonder who they are too!)I note that the Annual Return states that B-shares rank equally for distributions (including on a winding up). However this conflicts with the revised Articles (adopted 12 Sept 2014) which state that B-shares get 25% of distributions, including upon winding up. Whatever….it’s only shareholders’ money.Which is it, chaps?Mercifully, dividend rights are correctly stated as being equal with the ordinary A-shares.Moving on, we have two notifications of a change in accounting reference date. Now I should state that the last set of accounts showing on the Companies House website to have been filed by Cryptosoft was for the period to 31 Mar 2014. So one assumes, then that the next accounting period is going to be to 31 Mar 2015, unless changed.Well changed it was – but the filing (received in electronic format, we are told, on 6 Mar 2015) states:The accounting reference period ending 31/12/2014 is shortened so as at [sic] to end on 11/09/2014Subsequent periods will end on the same day and month in future years.Er….but there wasn’t an accounting reference period to 31/12/14!Then, of course, there is the small matter that those accounts should therefore have been filed by 11 Mar 2015 – but there is no sign of them at time of writing.And subsequent periods will not be ending on the same day and month in future years because filed on 18 Mar 2015 was another change of accounting reference date, this time stating that:The accounting reference period ending 11/09/2015 is extended so as at [sic] to end on 31/12/2015Now I’ve no idea who has messed up here, but certainly at least one of the statements over who owns the B-share capital must be just plain wrong. They are all owned, according to the Annual Return, by Mr Jon Penney. They are not owned by ‘other employees’. And as to the accounting dates, that is just laughable. Just what sort of a shambles is this, when it seems that the company doesn’t even know when its own accounting year end is?Now as majority investor in Cryptosoft, one might imagine that the board of Tern would be keeping a careful eye on its investment – due diligence, corporate governance and all that. I presume Mr Al Sisto, as Chairman of Cryptosoft Ltd, will have to sort out a few re-filings. But since he also sits on the board of Tern plc it is increasingly difficult to imagine that the Keystones Cops could do much worse. I do wonder if Tern Chairman Angus Forrest has the slightest clue as to what he is doing running a bath, let alone a publicly listed company.The buck has to stop somewhere: Mr Sisto, chairman of Cryptosoft? Mr Forrest, chairman of Tern plc? Tern b

oldjoe1 30 Mar 2015

Re: TERN, Oh Dear Not Again......... Tern empties the piggy bank, when’s the placing?Nigel Somerville, The Deputy Sheriff of AIM | Monday 30 March 2015This morning Tern plc (TERN) announced a further up to £400,000 investment into its 75% beneficially owned Cryptosoft Ltd subsidiary. This is in addition to the £300,00 previously announced last year. How does that leave Tern’s cash pile looking?Noting that the FY14 results showed cash and receivables totalling £735,330 which included £100,000 of the originally announced £300,000 still to head into Cryptosoft, and the AGM statement which told investors that there remained £599k in the bank as at the end of Feb 2015 the question arises of what is left now.One might wonder, for example, if that £599,000 was before or after the remaining balance of £100,000 earmarked for Cryptosoft had been paid. Given that we are not told, perhaps it is best to assume not. Therefore it suggests that Tern had burned through £136,000 in the first two months of the year.If we assume that the £100,000 has now headed into Cryptosoft’s coffers then today’s announcement accounts for all but £99,000 of Tern’s cash pile.I note that Tern has charged a £25,000 arrangement fee for this – so in fact the net investment will be £375,000, but no doubt the full £400,000 will find its way onto the book value. Having already charged Cryptosoft £35,000 last year – and counted that as income, yet still counted the full £300,000 towards the book value it seems that Tern has found a nice little ruse here to have its cake and eat it.So in fact it would seem that Tern’s coffers will be £124,000 following this deal – once all the funds have been drawn down. Bearing in mind all the costs of retaining an AIM listing – Nomad fees, Broker fees, Stock Exchange fees, PR fees, legal fees, etc etc it is surely an inevitability that a Placing is only just around the corner.And seeing how institutional grandee Hargreave Hale – which looks to have been persuaded to cough up 9p a share at the end of Dec in the disgraceful Christmas Eve placing, yet has been offloading at prices in the region of 6p a share ever since, it would seem a tad unlikely that any other institution will now touch this. Especially if the due diligence process looks into Chairman Angus Forrest’s and board member Bruce Leith’s previous exploits at Digital Learning Marketplace plc.So that leaves the lucky clients of joint brokers WH Ireland and Peterhouse, or a trip to the bucket shops. How big will the discount be, bearing in mind that the boardroom will no doubt convert a bit more loan stock at 1.25p (the bulk of it) or 2.016p alongside any fundraising?I wonder how keen Hargreave Hale will be to accelerate its exit in the light of the above?There is more detail to the transaction announced this morning: only £10,000 of the £400,000 is going in as equity, with the rest in the form of secured (by a first charge over all the assets of Cryptosoft) convertible debt carrying an interest rate of 5%. The loan can be drawn in instalments of £50,000 but we are not told under what conditions or when. But of course that means further cash which has been bunged on the balance sheet being taken straight back and counted as income. All very well, but at full draw-down that loan will mean £19.5,000 a year being taken out of the business. I’ll bet that, added to the £25,000 arrangement fee, won’t be coming off the book value of Tern’s investment in Cryptosoft, just as with last year’s £35,000 of fees.Now since Tern cannot increase its beneficial ownership above 75% because of the way the capital structure of Cryptosoft was redrawn when Tern first invested, I am not all that surprised to see use of a debt instrument. But the terms announced do appear to leave the beneficial owners of the other 25% somewhat exposed.But then, with around £300,000 of director loans still sitting on the balance sheet of Tern as at FY14 one wonders if Tern’s equity holders are pe

Prezza 05 Feb 2015

16.7% breakout This board is in stark contrast to the well informed adfn posters ,

wtakesall 21 Jan 2015

Re: TERN, Oh Dear Not Again......... Oldjoe 1, Whilst I understand your campaign I have lost a great deal of potential loot by following your advice. How do you explain this?

oldjoe1 18 Jan 2015

TERN, Oh Dear Not Again......... Ohhhhhhhhhhhhhhhhhh dear.................... not again.............Tern plc– Angus Forrest is STILL not telling the truth about the Cryptosoft Acquisition!Nigel Somerville, The Deputy Sheriff of AIM | Sunday 18 January 2015I’ve already scotched a few rumours and outright untruths about Tern plc (TERN) HERE , HERE HERE and HERE and Tom Winnifrith has added to the opprobium several times, in particular HERE. But in the wake of a ‘clarification’ RNS which appeared to seek to set the record straight, Tern’s company chairman, Mr Angus Forrest, is STILL misleading his investors by giving an overstated impression of Tern’s beneficial ownership of Cryptosoft. I would suggest that this amounts to Market Abuse. It is a disgrace. The FCA and AIM Regulation need to act now to stop this. It is an affront to all the regulatory systems in place to make sure that the market is told the full truth!On 15 Sept 2014 Tern released an RNS stating:Tern Plc, the investing company specialising in the cloud and mobile sectors, is delighted to announce the acquisition of Cryptosoft Ltd….….Tern will own 95 per cent. of the issued ordinary share capital of Cryptosoft….…. Jon Penney and other employees will retain a minority 5 per cent. interest in Cryptosoft which entitles them to 25 per cent of the net proceeds of sale as and when Cryptosoft is sold.Now you would have thought from that release that Tern plc had a beneficial interest of 95% of Cryptosoft, except if Cryptosoft was sold in which case Tern would only get 75% of the proceeds. But this was horribly misleading. In the wake of serious questions about this – and a whole pile of other shocking revelations – Tern put out another RNS. This time Tern’s company chairman told the market that:On 15 September 2014, the Company announced the acquisition of a 95 per cent interest in Cryptosoft Limited ("Cryptosoft" on terms which included an entitlement to the seller Jon Penney ("the Seller" and other employees to 25 per cent of the net proceeds of sale as and when Cryptosoft is sold.This structure necessitated the creation of a new class of "B" ordinary shares in Cryptosoft. The Company acquired all the 950 "A" ordinary shares of Cryptosoft in issue. The 150 "B" ordinary shares in issue, which carry no voting rights, were issued and allotted to the Seller and the other employees. The Company therefore owns 100 per cent of the voting rights of Cryptosoft and approximately 86 per cent of the aggregate "A" and "B" ordinary share capital of Cryptosoft until a sale, in which event the Company's interest would reduce to 75 per cent of the net proceeds of sale. For the avoidance of doubt, Jon Penney and Al Sisto are the only directors of Cryptosoft and Al Sisto is the Chairman.So one might read into that a full admission that the original claim of a 95% ownership of Cryptosoft was misleading. The facts are that Tern owns 95% of the nominal share capital but 100% of the voting rights. So technically speaking Tern could justify the original 95% claim even if it was highly misleading as to the beneficial interest. I would argue that the original RNS amounted to a lie by omission. At the very least, it suggests that the company chairman, Angus Forrest, was not entirely au fait with the actualities. Take your pick.But this clarification is still a disgrace – even more so because it is supposed to be setting the record straight. But instead of giving a correct picture of what Tern actually owned as a result of its acquisition, Angus Forrest still chose to mislead.Read it again: “The Company therefore owns….. approximately 86 per cent of the aggregate…. share capital … until a sale, in which event the Company's interest would reduce to 75 per cent…”Does that not lead one to the conclusion that Tern’s beneficial interest is 86% of Cryptosoft in all circumstances except in the event of a sale of the business? (in which case the beneficial interest falls to

oldjoe1 12 Jan 2015

Longs, JUST A REMINDER........... SO MANY IFS, YES INDEED.Tern – FCA Responds: Are You Sweating Yet Angus Forrest, And Your Crony Capitalist Cabal?Nigel Somerville, The Deputy Sheriff of AIM | Thursday 8 January 2015On Tuesday I published an open letter to the FCA and to AIM Regulation lambasting them for their uselessness over the fiasco which took place at Digital Learning Marketplace plc in 2012 which had at the time involved two of Tern’s (TERN) current board as well as one of Tern’s current Brokers, and asking them to investigate recent events at Tern plc. You can read that open letter. The FCA has now responded – and the Market Abuse team is taking a look. Here is what they have to say for themselves:Dear Nigel Somerville,Thank you for your email which is dated 6 January 2015, I understand that you initially had written to the FCA Press Office marked for the joint attention of Martin Wheatley and Marcus Stuttard. Martin Wheatley has asked me to respond on his behalf.Firstly, I would like to thank you for your carefully considered email in which you raise a number of concerns.I would not be able to provide direct comment on the allegations you have made, but have forwarded the information over to the Market Abuse team within the FCA which will consider the information supplied and take the relevant steps if they feel after further investigating that this is within our remit.However, due to confidentiality reasons, they will not be able to provide you with any direct feedback based on the concerns you have raised. If you do have any further concerns, then you can email them directly at [email protected] or call them at 020 7066 4900.Further to this, you have done the correct thing in contacting Marcus Stuttard at the London Stock Exchange (LSE) to raise your concerns directly with them. This is because AIM companies and Nomads are regulated by a dedicated team at the London Stock Exchange - AIM Regulation.In addition you may also wish to report your concerns to the National Fraud Intelligence Bureau (NFIB) if you feel that matters of economic fraud or criminal activity are occurring.I hope this information was useful to you and explains your potential next steps in relation to this matter.Yours[etc…..ENDS]

oldjoe1 11 Jan 2015

Re: Don't get caught out I am struck by the many similarities. Of course I have no idea whether Cryptosoft will work out: perhaps Mr Penny is the M4 corridor’s answer to Bill Gates. But seriously, what are the chances? Has he really come up with such a powerful idea that just £300k (or whatever multiple of that has now being spent on it) will produce a platform that the likes of Microsoft, Symantec, McAfee or any of the other big internet household names could not beat with the investment of a massive multiple of that? Where is the barrier to entry?

oldjoe1 08 Jan 2015

Re: Any day now.. mike740 8 Jan'15 - 14:11 - 846 of 847 1 0 editTern – FCA Responds: Are You Sweating Yet Angus Forrest, And Your Crony Capitalist Cabal?Nigel Somerville, The Deputy Sheriff of AIM | Thursday 8 January 2015On Tuesday I published an open letter to the FCA and to AIM Regulation lambasting them for their uselessness over the fiasco which took place at Digital Learning Marketplace plc in 2012 which had at the time involved two of Tern’s (TERN) current board as well as one of Tern’s current Brokers, and asking them to investigate recent events at Tern plc. You can read that open letter HERE The FCA has now responded – and the Market Abuse team is taking a look. Here is what they have to say for themselvesear Nigel Somerville,Thank you for your email which is dated 6 January 2015, I understand that you initially had written to the FCA Press Office marked for the joint attention of Martin Wheatley and Marcus Stuttard. Martin Wheatley has asked me to respond on his behalf.Firstly, I would like to thank you for your carefully considered email in which you raise a number of concerns.I would not be able to provide direct comment on the allegations you have made, but have forwarded the information over to the Market Abuse team within the FCA which will consider the information supplied and take the relevant steps if they feel after further investigating that this is within our remit.However, due to confidentiality reasons, they will not be able to provide you with any direct feedback based on the concerns you have raised. If you do have any further concerns, then you can email them directly at [email protected] or call them at 020 7066 4900.Further to this, you have done the correct thing in contacting Marcus Stuttard at the London Stock Exchange (LSE) to raise your concerns directly with them. This is because AIM companies and Nomads are regulated by a dedicated team at the London Stock Exchange - AIM Regulation.In addition you may also wish to report your concerns to the National Fraud Intelligence Bureau (NFIB) if you feel that matters of economic fraud or criminal activity are occurring.I hope this information was useful to you and explains your potential next steps in relation to this matter.Yours[etc…..ENDS]Of course, if I were running the FCA, I would have the shares suspended immediately pending a full investigation. But I am not the FCA. So, Tern’s Board of Directors – notably Angus Forrest, Nomad and joint Broker WH Ireland and joint Broker Peterhouse: are you sweating yet?

oldjoe1 07 Jan 2015

Re: whats going on mike740 7 Jan'15 - 14:29 - 816 of 817 0 0 editHERE WE GO AGAIN..............................Tern– Finally Gets Round To An RNS, But STILL Can’t Tell The TruthNigel Somerville, The Deputy Sheriff of AIM | Wednesday 7 January 2015Last Friday and Saturday I highlighted a series of, ahem, ‘inconsistencies’ in two RNSs issued by the company on 15 and 17 Sept 2014. It has taken until today, Weds, for Tern (TERN) to address this. But Angus Forrest and his crony capitalists are still just telling abject lies.Let’s just take a look, line by line, at today’s helping of canine cornflakes:the Company re-confirms that….. there are currently no other developments ….that it wishes or needs to bring to the attention of the market at this stage.Er, yes there are - that is why there is a whole load more text in this RNS which confirms that what I have been saying since Friday is ALL CORRECT!! If there was nothing that the company needed to say (for example, to correct a load of tosh that had been issued by RNS which contravened AIM Rules) then this RNS would not have been issued at all.So this opening statement is just rubbish. WH Ireland: as Nomad you have allowed that statement. It is untrue and therefore a contravention of AIM Rules. And just for fun, let’s just refer readers to my spoof RNS of Sunday HERE:‘as a result of unwarranted and baseless allegations which are without substance, the Company is now forced to issue a number of corrections’. Er….The Company also wishes to provide the following background information:For that, read “The Company is now going to correct some of the porkies it previously told, because we’ve been found out. We’ve tried really hard to make out that we’ve done nothing wrong, but even our PR spinners at Redleaf Polhill couldn’t get us out of this mess so we’ll try to dress the series of corrections coming up (which are still wrong) as non-essential reading.”On 15 September 2014, the Company announced the acquisition of a 95 per cent interest in Cryptosoft Limited….No it did not. WH Ireland you have again failed in your duty as Nomad by allowing that statement, which is untrue and therefore a contravention of AIM Rules. What Tern had actually announced was:Tern will own 95 per cent. of the issued ORDINARY SHARE CAPITAL of Cryptosoft….That, of course was wrong. Not only had Tern not taken 95% of the ordinary share capital (it had bought 100% of the ordinary share capital, but got that bit wrong), it had failed to point out that there was a second class of share, B-shares, which ranked equally for dividends and distributions, which reduced the ordinaries to an 86% interest on those points. Note also this morning’s use of the word ‘interest’. But that is not what Tern told the market on 15 Sept 2014. Continuing……on terms which included an entitlement to the seller …. and other employees to 25 per cent of the net proceeds of sale as and when Cryptosoft is sold.Ah yes, that’s the bit they got right. I think it might be the only bit of the original RNS which was correct (apart from whether Tern then got all of, or just 95% of the remaining 75% because the original RNS was wrong on the point of ‘Ordinary Shares’ which will become clear ).This structure necessitated the creation of a new class of "B" ordinary shares in Cryptosoft. The Company acquired all the 950 "A" ordinary shares of Cryptosoft in issue. The 150 "B" ordinary shares in issue, which carry no voting rights, were issued and allotted to the Seller and the other employees. The Company therefore owns 100 per cent of the voting rights of Cryptosoft and approximately 86 per cent of the aggregate "A" and "B" ordinary share capital of Cryptosoft until a sale, in which event the Company's interest would reduce to 75 per cent of the net proceeds of sale…Oh dear, oh dear. This is just not true at all. You can read the filing of Cryptosoft’s latest share capital to Companies House HERE

oldjoe1 07 Jan 2015

Re: Any day now.. The Deputy Wrote This 5 Hours Ago..........5 hours ago | Nigel Somerville, The Deputy Sheriff of AIMEXCLUSIVE: Tern– The RNSs It does Not Want To Release – Signal Hill correctsYesterday, HERE, I showed that a piece of market data which was being totally misrepresented at loon central as the basis of the mother of all ramparoonies for Tern (TERN) was, in fact, incorrect. However, Tern and its advisers, rather than correct the market’s wrong perception, had seen fit to conduct a Placing on the back of the incredible rise in Tern’s shares. Well, it is now confirmed that the data upon which the ramp was based has been corrected.You can read that corrected document HERE - turn to p6 or p7 to see that the Enterprise Value now attributed to Cryptosoft is $0.1m. Not $75m, just 0.13% of the figure quoted by the BB loons.There are a good few dregs of life inhabiting the bulletin boards that need to take a long hard look at themselves. Their behaviour has been a disgrace: they have ramped and ramped and ramped this stock to high heaven. A good few have claimed that Signal Hill had conducted an independent valuation of Cryptosoft at $75m. Some are still at it even now. A couple of loons claimed to have emails from Signal Hill verifying that. We now know that those loons were lying and as it happens committing the criminal offence of market abuse. Go report yourselves to the FCA fellows. Go on form an orderly line.Signal Hill’s document was a round-up of transactions which had taken place during Q3 2014. It was not voicing an opinion; it was simply doing a market round-up. It was not performing an independent valuation. And the figure quoted was Enterprise Value. Read that again: ENTERPRISE VALUE!! Not value, not forecast value or any other form of alchemy. Just plain Enterprise Value. In other words, this is what Tern has effectively paid for its investment in Cryptosoft.But a clerical error saw Signal Hill’s roundup get the number wrong: $75m instead of $75k. When I emailed Signal Hill it was prompt, very courteous and completely open. They even sent me the source data….which stated $75,000. And within a day a fully corrected document is out.But as for the board of Tern plc, its hibernating Nomad and Broker WH Ireland and second Broker Peterhouse Corporate Finance, and Corporate PR Firm Releaf Polhill, just what is going on? Where is the RNS?Well, where is it?It wasn’t hard to do a fact check: it took me a couple of minutes to email Signal Hill and it replied within five minutes.Why won’t Tern issue an RNS? Is it because doing so would implicate them with regard to the RNS of 22 Dec 2014 which told us that there was nothing the company needed to announce? Would that also implicate WH Ireland, Peterhouse and Redleaf Polhill?To be treating Tern’s shareholders with such total contempt is just so appalling that words fail me. If they think they can all just sit there and ride out the storm they’ve got another thing coming.And while we are at it, what about all those discrepancies identified on Friday and Saturday last week? Where is the RNS about that, then? They’ve had plenty of time to cobble something together by now. And meanwhile the share price has cratered for three consecutive days. Three days of large double digit % falls. And no response from the board and its advisers?Is it just because the whole thing is true, thus demonstrating total negligence and quite possibly corruption all round? Is it that they just can’t bring themselves to admit it?What a revolting, rotten, stinking collection of scumbags.On reflection Tom Winnifrith’s target price for Tern of 1.25p-2p (HERE) is starting to look generous. This company has uncommitted cash of less than £50,000 and is burning cash at a fair old rate so it needs to do another fund raise soon. But having seen the shares ramped to 14p then placing at 9p the stock is now 4.75p to sell. Since the placing shares only st

oldjoe1 06 Jan 2015

Re: Any day now.. T WinnifrithWhy am I in a good mood? The promise of dinner with Ms Argyle next week perhaps? I do not know but it all flowed out today in this podcast. So on the agenda: BP, Tern (target price 2p because I am a generous nice guy - but don't let on as I havea reputation to protect), Asia Resource, Nanoco, LGO Energy and oil stocks again.

wtakesall 06 Jan 2015

Re: The pull back did happen- however ! I'm not that sure that Russian oil or gas have that much spare loot just now. A much better bet might be in the Russian mineral sector e.g. Amur Minerals (AMC). Whilst the mineral price might be nothing to write home about in terms of price it has not really suffered to the same extent as oil. I should declare an interest in that I have a very tiny holding in AMC.

city watcher 06 Jan 2015

The pull back did happen- however ! I wonder if a good place to invest for a possible takeover is Russian stock JKX Oil & Gas. I notice some buying has started today plus maybe it is due to Henderson Global Investors increasing their holding to over 13% by buying 5m +. Also having had a recent good find,maybe a Russian Oil Company will make a good offer for this company that can't be refused by shareholders ?[link]

oldjoe1 05 Jan 2015

Re: Very pleasant... Actually its this.........Well it sure looks like $75,000 here: £46 grand only. Bit of a shock.[link] The Best

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