One would have to say, the "web of deceit".
That said, in the context of Mikko's entwined relationship with TAU (ignoring however the family relationship status between Leman and Hackett), Mikko would have to be either:
* an associated entity of the Director's for purposes of any CF disclosure; or
* a related entity of AHF.
Given AHF's CF disclosures to date (through MarQ), the TAU ADMIN fee payment was captured by reference to payment to a related entity, rather than through, via or associated with the directors.
The 7.1 disclosure therefore is wholly captured by the ADMIN fees paid through to MarQ to TAU.
The unexplained 6.1 disclosure however which earlier I put at $200,000 (highest) goes well beyond payment of any directors' only or related fees to date. All things considered, given the Mikko disclosure by Jimmy Crow, at 7.1(d)(iii) of the Jimmy Crow Prospectus, the following was stated :
.....
"During the financial years ending 30 June 2016 and 30 June 2017, Trustees Australia including the Company paid Mikko $186,000 and $352,368 respectively for services rendered by Mikko. Part of these amounts were reimbursed by Australian Dairy Farms Group for consulting and development work undertaken via Trustees Australia by Mr Leman and Mikko Constrictions for that Group.
The repair and construction work following the damage by Tropical Cyclone Debbie as well as the significant insurance claim is being project managed by Mikko Constructions. Included in the 2017 financial year amount stated above is $166,368 relating to work and sub-contracts let to others in respect of repair and clean-up work resulting from Cyclone Debbie, which forms part of the insurance claim approved progressively by the insurer."
Now, if a line were to be run through the $352,368 F17 amount rendered by Mikko, of which $166,368 related to Cyclone Debbie work, this leaves an unaccounted for amount of $186,000.
This $186,000 amount which seems just too precise a figure to be otherwise ignored fits almost neatly in with the otherwise unexplained amount range of $190,000 - $200,000 in reference to the 6.1 unaccounted amounts referenced in "payments to directors and their associated entities", through to MarQ.
So, where does this all sit?
Answer:
With TAU, Michael and Mikko taking out at least the following amounts from AHF (at a minimum), not then counting the various other shared services provided by Jerome Jones et al (of which the lions share of the cost has most probably been either oncharged through or otherwise recovered from AHF):
* TAU Admin Fee = $338,000 (min assuming nil increase on F16)
* Hackett fee = $70,000 + super = $77,000 (rounded), for F17
* Mikko fee = $186,000 (through to MarQ)
Total, to date = $601,000 (through to MarQ)
Add to this the interest charges of the Convertible Note:
* F16 = $172,000
* F15 = $108,000
* F17 = ??????
The applicable interest rate was (EGM NOM 30/6/16):
---- "The Notes were unsecured, for a term of 2 years (unless converted), paid interest 2% above the rate paid by the Group on its secured debts (owed to the CBA),"
As it was, last year, the exercise price upon conversion was reduced from 20c to 18.38c. Now, if the SP had, instead of being at 18+ at the time, in the alternative been at (say) 35c, would Hackett have held an EGM to approve an increase in the SP conversion price? Of course not, so last year's EGM was all about further rewarding Hackett (no-one else).
As a result of the updated (reduced) CP of 18.38c, the underlying $2.35M converted at 12,785,637 shares (instead of the originally proposed 11,750,000 shares.
In reality however, 14,627,779 shares were actually issued of which 1,842,142 related to interest /interest accrued through to 7/11. That is, $338,586 in interest.
Now, given that interest for F15 was $108,000 and for F16 was $172,000, the accrued interest through to Jun30/16 was $280,000. In the next 4M1W then, that followed, a further (rounded) $59,000 in interest accrued. Somehow though, Hackett was charging AHF 7.7%+ in interest on the convertible notes at a time when the CBA facilities were costing <5% (note, for example, the CBA interest of $210,000 at H17 on the $10M secured facility). Either way, that's well above the +2% rating (along with the beneficially provided SP discount). And then, to top it all off, as if to spite the Company, the Jul16 EGM approved the lower SP conversion rate, on the CVN which matured on 22/10/16, yet Hackett waited until 7/11 in order to then convert them through as shares (probably, then in order to extract either added interest, default interest or some other type of interest).
But, I digress. The total, to date = $601,000 (through to MarQ) to which then was added the $59,000 in interest bringing the YTD (MarQ) TAU /Hackett linked figures to a minimum of $660,000. And that's before you add in for (*) Rowley, (*) Jackson, (*) the share issues that were charged to P&L at H17, and (*) any further payments made in JunQ, etc.
So, there's Michael's (with apologies to Charlotte) web.
As for TAU, the Jimmy Crow EGM started at 12 noon. It's now about 2.30pm with nothing yet advised. Even for such a controlled /contrived meeting, one would have thought that 2.5+ hours is more than enough. Or, is it?
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