Hedgehog100
01 Feb 2016
CQCL & Bloomberg Business Innovators 2016 "... BY CAROLINE HYDE 1 FEBRUARY 2016 ... Bloomberg Business Innovators 2016 ... Sure there are many start-ups we highlighted that are clearly tech motivated. Take Cambridge Quantum Computing…well it’s in the name! An amazing business, developing an operating system to drive faster quantum computers and busy patenting an algorithm for a secure currency platform. ..."[link] CQCL's secure currency platform sounds a particularly exciting development in the 'fintech' sector ... and it bodes well for TGL given its strong links with CQCL.
biotech billy
01 Feb 2016
Re: percentage of CQCL's shares Thanks for that, Whitelabel.BB
whitelabel
30 Jan 2016
Re: percentage of CQCL's shares I know they paid £200k for them at a 20% discount but Grupo Arcano invested $50m so TGL are certainly a minority holder!
biotech billy
30 Jan 2016
percentage of CQCL's shares If TGL has 3071 shares in CQCL, does anyone know what percentage that is of the whole company of CQCL? 3071 doesn't sound like many shares, but I have no idea of the share base of CQCL.
Hedgehog100
24 Jan 2016
Re: 19 January 2016 Circular [CONTINUED FROM PREVIOUS POST]... After evaluating the Corporation’s strategic options and taking into account the above noted considerations relating to the GOS Business, the Board has concluded that it is in the best interests of the Shareholders and the Corporation for the Corporation to complete a series of transactions involving:• the reorganization of its structure such that, (i) NewCo will acquire, directly or indirectly, all of the TGL UK Shares and CQCL Shares, and (ii) NewCo’s share capital will consist of 680,982,800 NewCo Shares (the “Reorganization”
;• the distribution of the NewCo Shares that Shareholders will receive from the Corporation on a reduction of capital of the Common Shares in connection with the discontinuance of the Corporation’s business or pursuant to the dissolution of the Corporation following the settlement of the Corporation's obligations and liabilities (the “Distribution”; and• the voluntary liquidation and dissolution of the Corporation (the “Dissolution” in accordance with the provisions of the Business Corporations Act (Ontario) (“OBCA”.After giving effect to the foregoing transactions:• the Shareholders will own the NewCo Shares in the same proportions as they owned the Common Shares as of the record date for the Distribution;• NewCo will, directly or indirectly, own 100% of TGL UK, which will in turn continue to own the GOS Business; and• the Corporation will cease to exist. The commercial effect of the above will be that the Corporation’s shareholders will effectively exchange their shares in Touchstone for an equivalent shareholding in NewCo. The following simplified chart illustrates the ownership of NewCo, TGL UK and the GOS Business after giving effect to these transactions: …NewCo will not be a reporting issuer in Canada and its shares will not be listed on any stock exchange or admitted for trading in any stock market although it is NewCo’s intention to seek a listing in the medium term, subject to, among other things, the development of the GOS Business and market conditions. As of the date hereof, NewCo Shares will not be a qualified investment for registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts (collectively, “Exempt Plans”. Holders of Common Shares that own their shares in an Exempt Plan and receive NewCo Shares may be subject to penalties and other adverse consequences. See “Particulars of Matters to be Acted Upon - The Reorganization, the Stated Capital Reduction, the Distribution and the Dissolution – Risk Factors – The Transactions are Subject to Certain Canadian Tax Risks”. …Following the Distribution, it is intended for NewCo to be developed as a mid-market international homeland security group providing leading edge intelligence gathering and secure communications products, solutions and services tailored to meet the needs of law enforcement and security agencies around the world. The directors of NewCo intend to focus primarily on organic growth. The directors will, however, consider acquisitions and joint ventures as an alternative to, or alongside, organic growth where they view them to be value enhancing, and where they add required technical capability or provide access to new markets. …Certain UK Tax Considerations… It should also be noted that the tax consequences will depend on the legal structure of the Distribution and that this has not yet been finalized. In addition, the Circular does not describe the UK tax consequences arising in connection with the acquisition, holding or disposition of NewCo Shares following the Distribution. …[link]
Hedgehog100
24 Jan 2016
Re: 19 January 2016 Circular Some key extracts from Touchstone Gold's new circular: TOUCHSTONE GOLD LIMITED NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR WITH RESPECT TO THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 25, 2016 Dated January 19, 2016… Background The Corporation’s current operations consist solely of its indirect ownership of the GOS Business. The GOS Business is a UK-based, world-leading systems and solutions business for homeland security and government clients with the following principal businesses.• Intelligence Gathering: a patent-protected family of products of bespoke hardware and software systems for mobile phone identity (IMSI/IMEI) retrieval for target identification and cellular ‘bug-sweeping’. The technology can also be adapted for e-borders monitoring and cellular explosive ordnance trigger detection. The products are currently being sold to security and law enforcement agencies across the world;• Secure Communications: a system used by law enforcement agencies that delivers secure mobile telephony services to ensure privacy and security for all parties;• Smartdesk Systems: provides intelligent call scheduling and messaging applications including interactive voice and text messaging tools, callback technologies, on-call registration and instant conference solutions; and• GOS is a provider of mobile telephony solutions serving commercial and public sector customers. In June 2015, the Corporation exercised an option to invest in unquoted new ordinary shares of Cambridge Quantum Computing Limited (“CQCL”, a company that develops tools for the commercialisation of quantum computers by understanding quantum protocols and also quantum algorithms. The Corporation currently owns the GOS Business through TGL HK, as illustrated in the corporate structure chart below: …The Common Shares do not currently trade on any stock exchange or market, having been voluntarily delisted from the TSX on April 23, 2014 and delisted from AIM on January 4, 2016. Further, the Cease Trade Orders issued by the OSC, BCSC and ASC are still in place as of today. The Corporation is focused on developing the GOS Business, does not conduct any operations in Canada and does not anticipate doing so in the foreseeable future. Therefore, the Corporation’s current corporate structure, in which the GOS Business, a UK based business conducted through UK domiciled corporations, is owned indirectly by a Canadian domiciled corporation, is inefficient and is impeding the ability of the Board to finance and manage the business of GOS Systems. ...[CONTINUED][link]
Hedgehog100
21 Jan 2016
19 January 2016 Circular "Jan 19, 2016New Corporate Structure and Posting of Circular"[link] Board of Touchstone announces that a circular (the "Circular" has been issued today convening a special meeting of shareholders setting out details of a proposal to change the corporate structure of the Company by transferring the business and assets of Touchstone Gold Limited (Ontario, Canada) principally comprising the GOS Systems business to a newly incorporated English company ("NewCo". The commercial effect of the transaction will be that shareholders will effectively exchange their shares in Touchstone (which is a Canadian entity) for an equivalent shareholding in NewCo (a UK company). The Directors believe that the new corporate structure will be better suited to NewCo's intention to seek a listing in the United Kingdom, subject to, among other things, the development of the GOS business and market conditions. The move to the UK will materially reduce administration costs as it will no longer be necessary to operate across legal jurisdictions in Canada and England and reflects not only the predominant spread of shareholders but also moves away from the legacy issues related to mining and natural resource ventures in South America that were conducted prior to 2013. The circular will be made available on the Company's website."
SeasideHippo
20 Jan 2016
Re: TGL removed from LSE site? LSE chat page back up
sortilege
19 Jan 2016
Re: TGL removed from LSE site? There is a forum for TGL on blueshare.co.uk which is not being used.
SeasideHippo
19 Jan 2016
Re: TGL removed from LSE site? Below is the response I received from LSE"Thank you for your response. We'll be restoring delisted boards at some point in the next week or so. It was an automatic process whereby when a share gets delisted the chat board would be removed from our website. At the request of a number of users like yourself we'll be restoring delisted share chat boards and going forward if anything gets delisted the chat boards won't get automatically removed." Cheers Hippo
SeasideHippo
19 Jan 2016
TGL removed from LSE site? Hi Guys, I can not gain access to TGL on the LSE site. Is this likely to happen here? Is it because of the delisting? Does anybody have any ideas for a contingency plan should this happen here?I think its important we have somewhere for shareholders to keep in touch.
sortilege
16 Jan 2016
Re: Touchstone Meeting 25.2.16, London Thanks for posting the info about the meeting. Unfortunately I am unlikely to be able to attend.I see that the Gos Systems website is still down. A cached version as at 13 Jan 2016 03:26:53 is available.Looking forward to a positive resolution of this long-drawn-out situation.
Hedgehog100
15 Jan 2016
Re: Touchstone Meeting 25.2.16, London Presumably this is a General Meeting to approve an admission document for Intelicrypt Tactical Solutions.Hopefully: - the admission document will be published a few weeks ahead of this meeting- the publication will allow GOS Systems to relist under the wing of ITS- this will enable our holdings to be retained in our ISAs
Hedgehog100
15 Jan 2016
Touchstone Meeting 25.2.16, London From Sedar: 12th. January notification of a Touchstone Gold shareholders meeting next month: "Meeting Date : February 25, 2016 Meeting Location (if available) : London, UK"[link]
Hedgehog100
12 Jan 2016
Re: Intelicrypt Tactical Solutions Ltd. Fortunately though iii seems to keep boards of delisted share OPEN.Mercer Resources (MCR) for example delisted on 2 February 2015, but its iii board is still open, including for new posts.Which is good news, as it means that we will at least have one relatively pleasant environment to discuss TGL until it relists as expected as ITS.I can though still access my LSE TGL posts by clicking onto my name.This is my reply to you on LSE yesterday afternoon: "TGL RE: New company Mon 15:39Robspu,We've previously been told that we will receive one share in the new company for each share we hold in Touchstone Gold. Although there could then be a consolidation of the new shares.Touchstone Gold itself will then probably be dissolved in due course."
