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poorinvestor

384 Posts.

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03/03/22

20:48

Post #: 59967016
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Originally posted by Ozjin: ↑

Happy Reading!

https://www.copyright link/markets/...to-panamanian-holding-company-20220301-p5a0l6

ASX-listed anti-ageing and hair loss treatment business Anagenics said its chief executive Maria Halasz resigned on Monday in an announcement that failed to declare either thanks or praise for her 15 years in the role. Shares in the business are down around 90 per cent since the start of 2018.
The resignation came the same day Ms Halasz’s lawyer answered questions from The Australian Financial Review over Anagenics’ April 2021 deal to sell all the shares in its biotech subsidiary Lyramid to a mysterious Panamanian holding company named Provelmare Holding SA.
The Financial Review does not suggest the timing of Ms Halasz’s departure is related to its inquiry; Ms Halasz had previously agreed to transition out of the CEO role “in the coming months”, according to a February 15 announcement.
Under the April 29, 2021, deal agreed by Ms Halasz and the Cellmid board all of Lyramid’s issued capital was sold to Provelmare for $0.5 million plus retained rights to 4 per cent of royalties on any product sales, and 8 per cent of any sub-licence fees. Cellmid was also entitled to a 4 per cent sell-on fee of Lyramid, and retained ownership of its midkine patents.
On September 29, just five months after Provelmare acquired Lyramid from Cellmid, British company Roquefort Investments announced plans to acquire Lyramid for initial consideration of £1 million ($1.9 million) via £0.5 million cash and 500,000 shares in Roquefort at an issue price of 10 pence worth £0.5 million.

On Monday, Ms Halasz conceded she had been issued 250,000 share options in Roquefort at an issue price of 15 pence for work as a “strategic adviser” to Lyramid some time after she agreed to leave Anagenics.
To finance its Lyramid acquisition, Roquefort raised £3 million via a placement of 30 million shares at 10 pence each to British investors and said in November 2021 it would apply to readmit itself to the London Stock Exchange (LSE) after a reverse takeover of Lyramid.
Market value

On February 22, Roquefort’s market value on the LSE was about £6.9 million after it raised net proceeds of £2.56 million (or £3 million gross) by the issue of 30 million shares to finance the cash component paid to Provelmare and provide working capital.
The deal took Roquefort’s issued capital to 71.9 million shares including 36.9 million already on issue, the 5 million issued to Provelmare, and 30 million to new investors. It has not been disclosed how much cash on hand Roquefort had before the Lyramid capital raising and acquisition, although its nominal capital value was listed as £0.37 million as at August 18, 2021.
Ms Halasz responded that the 250,000 Roquefort options are out of the money, and that the Anagenics board had always acted in the best interests of shareholders.
Anagenics’ total market value on the day of Ms Halasz’s resignation sat at just $10.8 million based on a closing price of 4.9¢ and 220.2 million shares on issue.
Ms Halasz further insisted to the Financial Review that the Lyramid divestment process was formally approved at the group’s November 2020 AGM, with the board having no option other than to agree the sale to Provelmare or potentially write off the Lyramid asset as worthless due to its cash burn and an inability to source other trade buyers since first trying in 2019.
Panama Papers

According to Ms Halasz, the Lyramid asset was losing up to $600,000 a year and Cellmid could also recoup any losses for Lyramid from January 1, 2021, up to Lyramid’s April 29 sale.
Ms Halasz said this meant Provelmare would have spent about $950,000 before selling it to Roquefort and other terms of the deal meant Provelmare’s payment to Anagenics “was due at a valuation over $750,000”.
Mr Halasz also told the Financial Review via her lawyer that she did not know who the beneficial owners of Provelmare were (other than a businessman named Sebastien De Massey) when Anagenics agreed to sell it to Lyramid.
The name of formerly Monaco-based Sebastian Kneckt De Massey appears in the Panama Papers leak related to an alleged shareholding in an unrelated company, Faraship Holdings.
The Financial Review can also reveal Roquefort Investments was incorporated under the UK Companies Act in August 2020 by Glenn Whiddon and Stephen West as sole shareholders.
On April 1, 2021, less than a month before the deal was struck to sell Lyramid to Provelmare, Mr Whiddon held 500,000 share options in Cellmid via his Getmeoutofhere Pty Ltd.
In response, Ms Halasz said Cellmid was aware that Mr Whiddon and Mr De Massey knew each other before it agreed to sell Lyramid to Provelmare, but was unaware of Mr Whiddon’s 500,000 share options as at April 1, 2021, and had no interest in the details of the pair’s relationship.
Mr Whiddon was listed as a 10.15 per cent shareholder in Lyramid owner Roquefort Therapeutics after it changed its name from Roquefort Investments on December 31.
Mr Whiddon’s Roquefort stake was worth around £0.7 million on February 22 based on a 9.53 pence share price, with Provelmare’s stake worth around £0.48 million. Roquefort shares closed down 5.2 per cent to 9.25 pence on Monday in the UK.
Mr Whiddon is described as an experienced company executive who also holds a director role at ASX-listed Calima Energy. In October 2021, Roquefort announced Mr Whiddon would resign as a director to be replaced by Mark Freeman, who is a fellow director of Calima.
Ms Halasz said in her view Lyramid was now worth around $13 million on the LSE as the market perceives its clinical research business to be sufficiently well funded to progress its development program and maintain the patents.
Drug to treat COVID-19

In January this year, Australian firm Pitt Street Research released a report on Roquefort Therapeutics stating it may have the basis for a new drug to treat COVID-19, alongside more than 12 years of work and investment in Lyramid’s portfolio assets under Cellmid.
Page one of Pitt Street’s 25-page report states Roquefort Therapeutics could be worth up to $US135 million ($186 million) on an “optimistic case” based on comparisons with nine other publicly traded companies. Pitt Street also valued Cellmid at 21¢ in October 2021, more than quadruple its most recent valuation.
Ms Halasz blamed the collapse in Anagenics’ share price during her leadership on poor market sentiment and said she intended to remain a shareholder after participation in every capital raising during her tenure.
In late March 2020, Cellmid pivoted into COVID-19 testing by raising more than $6 million from investors at 22¢ a share to buy rapid diagnostic COVID-19 tests from Chinese manufacturer Wondfo.
However, it faced a five-week trading halt over May 2020 while it awaited the Doherty Institute’s verdict on their accuracy. After the tests failed to sell as anticipated, Anagenics deflected blame.
“Anagenics losses on this deal were a consequence of government agencies’ reluctance to adopt rapid testing in the early days of the pandemic,” Ms Halasz said.
“You will be aware that this sentiment has now entirely changed, and it was to Anagenics’ cost that in this instance it was well ahead of the market.”
Anagenics shares closed at 4.9¢ on Tuesday.

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Thanks for the detail Ozjin.

The quote -

“On April 1, 2021, less than a month before the deal was struck to sell Lyramid to Provelmare, Mr Whiddon held 500,000 share options in Cellmid via his Getmeoutofhere Pty Ltd.

In response, Ms Halasz said Cellmid was aware that Mr Whiddon and Mr De Massey knew each other before it agreed to sell Lyramid to Provelmare, but was unaware of Mr Whiddon’s 500,000 share options as at April 1, 2021, and had no interest in the details of the pair’s relationship.”

- is an interesting one.

Cellmid released an announcement titled “CDYOA Top20 and Distribution List” on April 1st 2021 that listed the option holders, they being issued on that date and consequently I assume no trade in the options would have occurred (the first trade in options is recorded by CommSec as being April 6th).

Getmeoutofhere Pty Ltd (Sinking Ship Super Fund A/C) is shown as holding 500,000 options at April 1st in that announcement.

The options were issued on the basis of 1 option for every 2 new shares subscribed to in the March renounceable rights issue, these rights of 2 new shares being on the basis of every 5 shares then held.

So 1 option could be acquired by shareholders on the basis of every 5 shares held.

To acquire 500,000 options through this process it would seemingly have been necessary for any particular entity to hold 2.5 million CDY shares.

This would place the holder in the top 10 list of shareholders in the company (indeed in the top 6 at Aug 2021 according to the last Annual Report).

Does anyone know if there were other mechanisms available to acquire the options.

poorinvestor

AN1 Price at posting: 4.7¢ Sentiment: Buy Disclosure: Held
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