There is nothing misleading in what I have said. @davo8721 made comments critical of other posts that I thought was missing the important information.
My whole criticism of how this announcement was framed and presented to the market is that it was not transparent about the fact that the company which Cirralto Limited has purchased is a company that until 12 May 2021 was 100% controlled by Adrian Floate and that until 20 May 2021, Adrian Floate was the sole Director and Company Secretary. These are the facts and I have posted the relevant details, obtained from ASIC elsewhere in this discussion.
Others have posted plausible explanations and I believe you have posted an extract from an email you received from AF. I have not disputed those explanations. I do note, however, that the company has not provided any transparency to the market or to shareholders in general around the fact that Adrian Float was until 20 May 2021 associated with the company which was acquired.
On 12 May 2021 Stuart Freer acquired all the shares in the subject company from FAAF Pty Ltd (a company 100% controlled by Adrian Floate). That is a fact. Cirralto, in announcing its purchase of the company from Freer, et al. has made no disclosure about what consideration Floate received for the transfer of those shares. There had to be some consideration, you can't have a contract if there is no consideration.
You suggest that it was the ABN that was transferred, but as far as I know, it is not possible to transfer an ABN between different entities. That is not what happened. What has happened is that Adrian Float has transferred ownership of a company to another party (on 12 May 2021) and relinquished control of that company on 20 May 2021, and subsequently we have an announcement this week that Cirralto Limited has acquired that company.
I'm not suggesting a crime has been committed. I am asking for transparency around Floate's relationship with the entity we have purchased. What I am really critical about is the board oversight and governance around how this whole transaction has been handled and communicated to the market and shareholders.
We just went through the whole drama of the Appstablishment acquisition. It was controversial most notably because some perceived it to be overly generous to certain parties, including Adrian Floate, and that it was convoluted in the manner in which certain liabilities got converted to shares to the benefit of certain parties including Floate. I think a lot of shareholders had thoughts similar to mine at the time which was that it was all a bit messy and not pleasant and it would be best if it was just put behind us so we could move on.
I think it is in that context that I, and I note others here, became disappointed when it was exposed here, not through explanation from Cirralto either, that the acquisition of Greenshoots Technology was the acquisition of a company which was until very recently, associated with Foate. No explanation was given to the market. There was no transparency.
As I have stated earlier in this discussion, I want to see better oversight from the board and I want to see better transparency around transactions to which Float has an association. Pretty simple. I don't want to see this company come unstuck because of any silly mistakes or miscalculations. Especially given that we are in that phase of massive ramp up and growth and frenetic activity. For goodness sake we are a fintech that is looking to massively grow a debt warehouse and provide business finance. I want squeaky clean oversight from our Chairman, the Governance sub-committee of the Board, the Company Secretary, the Chief Financial Officer and the Company's legal counsel. That's what I want.
This episode to me demonstrates that the level of governance oversight that I would like to see is lacking at this stage. I appreciate that this transaction may be a related party transaction and may need to be disclosed in the annual report. I just want to see a higher standard of transparency and disclosure because of where we are at as an emerging company and because I want to see confidence in the market around the management. I want things to not only be squeaky clean but appear to be so in the market. Why give your detractors an excuse to clobber you?
A couple of personal observations that may illuminate my thinking. The first is that I still own shares in a public company that was de-listed by the ASX about eighteen months ago. This company is still going strong and supposedly punching the lights out (but can't give us audited reports at the moment). I actually think this company will be OK in the long run. It's incredibly entrepreneurial, cutting edge, growing massively, but evidently its governance and accountability leaves something to be desired. I'm not suggesting we are close to it, but I don't want to see some silly mistake trip up Cirralto, like this other company got tripped up and de-listed from the ASX.
The second relevant observation is that over the last couple of days I have been advocating on the relevant HC board in favour of the generous performance rights of the MD of another company I have shares in. This MD already has a good stake in the company, is on a generous salary and still he has another 3% of the capital in the company available to him, gratis, if he hits his performance targets over the next couple of years. Understandably, some people think this is too generous. I've been arguing that if the MD hits the targets then I am happy for him to have the shares as I will be much better of financially too. So I don't begrudge anyone their success, but I want to see transparency and I don't want to see our company and management, and our share price, vulnerable to attack.
The most important thing about the stock market is not making money but not losing money. And yet, with every stock you have to think that you could lose all your money on that stock. I've had one 100% loss so far on the ASX and some others that come close. I understand a bit about Adrian Floate's background from reading that extract I posted from that aussie dot com book and his time with that ASX listed former miner cum dot com stock where he got fleeced. He is a survivor, good on him. Someone here reckons they know him. Others reckon they have correspondence from him, you included. Great. But we are all just anonymous butt holes sitting a a keyboard, but our money is real. So I am pretty happy to throw my two bob into the ring and read up and research as best I can from an chat forum of anonymous people.
Please don't use emotive language to characterise what my criticism has been and the information I have provided here. If you think the information I have provided is not correct I can provide the current and historical ASIC records for the following entities:
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