I suspect most(but not all) APG shareholders would NOT have known that APG share placementsto professional investors were being underwritten at a considerable cost to shareholders.
And to rub saltin the wound – after paying the very large underwriting fees to a companyassociated with the company secretary Nick Gaston, the underwriter was notforthcoming with the monies for the unpaid shares.
How long hasthis unprofessional process for “Placement of Share to Professional Investors”been going on???
Notsag
In every annualreport you can read that: “Notsag P/L is a company that provides corporate,financial, underwriting and guarantee services, employs Mr N Gaston andprovides his services as secretary.”
I have seen itspeculated here on HC, that Notsag P/L (gastoN reversed) is owned by NickGaston.
So every yearin the Annual report, you can see how much Notsag P/L is paid - but untilrecently you could not understand how much was for company secretary costs andhow much was underwriting costs.
I have takenthe data from the annual reports for the last 10 years, and put it into this table.
Column 2 –Notsag Fees: shows the total amount that APG pays Notsag P/L each year.
Column 3 –Underwriting: shows how much of that total amount is paid to Notsag P/L asunderwriting fees. A ? mark in the underwriting column only indicates that APGdid not disclose any underwriting fees – not that underwriting fees were notpaid..
You can see in2015 that Notsag P/L was paid a total of $285,000, the breakdown being $185kfor underwriting fees and the other $100k I assume for secretary services.
You can see in2014 that Notsag P/L was paid a total of $300,300.
Surely, noteven APG would pay over $100,000 just for secretary services. Are the verylarge payments to Notsag because they were also receiving underwriting fees
Notsag fees
Underwriting
Other receivable
Unpaid Share Capital
Placements
1 2009
$231,790
?
$1,476,337
?
$1,440,000
2 2010
$239,900
?
$1,308,704
?
$3,900,000
3 2011
$273,000
?
$1,055,761
?
$2,309,100
4 2012
$291,200
?
$1,216,616
?
$1,004,000
5 2013
$291,200
?
$1,400,477
?
$926,000
6 2014
$300,300
?
$600,310
?
$2,645,000
7 2015
$285,000
$185,000
$218,877
?
$1,268,000
8 2016
$136,500
?
$515,564
?
$40,000
9 2017
$236,600
?
$691,323
?
$440,000
10 2018
$109,200
?
$391,594
$375,500
$480,000
11 2019
$190,960
$142,560
$319,750
$319,750
$217,000
Column 4 - OtherRecievables.
We now know that APG has been issuing placements of shares to professionalinvestors without receiving payment in full. It seems this may have been goingon for some time, but had been hidden.
Until recently, the monies still owing on the issued shares ( Column 5- Share Capital Receivable) had always been hidden under the innocuous title ofOther Receivables, without any further explanation - so shareholders could notsee what was going on.
In the accounts, in the Annual report -Other Receivables are amounts due for goods and services performed in thenormal course of business that have not yet been paid for.
APG has not produced any goods orservices for sale, but over the last 10 years, the amount of Other Receivables has always been inexplicably high.
You can see in2018 that Other Receivables = $391,594, but nowthe data is no longer hidden, we can see most of the money recievable to APGwas Share Capital Receivable = $375,500, and this was owed by Notsag P/L.
You can see in2019 that Other Receivables = $319,750 isentirely made up of Share Capital Receivable = $319,750, still owingby Notsag P/L.
Column 5 – Placements:is the total value of shares issued only to professional investors. Does notinclude the Shareholder Share Purchase Plans
The process under which APG issues shares to professional investorsmakes no sense to me. This is what happened in 2019.
– Shares to the value $217,000 were issued to professional investors, but the monies were not received.
- Notsag P/L receivedUnderwriting fees of $142,560
- Notsag P/Lstill has not paid APG the $217,000 for the shares issued.
It seems to me,Notsag P/L has done pretty well out ofthe process - with high underwriting fees, and debts that it does not seem topay.
Some professionalinvestors may have done pretty well out of the process – if they could opt outof paying for their allocated shares.
At the very least, the professionalinvestors were insiders to the process, and would have the advantage of knowingwhat was going on here, while the rest don’t.I hope you findout at the AGM how this process works, and who these unpaid shares are issuedto.
There are about160 million shares that still have not been paid for. They have been issued tosomeone – but if you in the top 20 shareholders list at the back of the annualreport Notsag does not appear as the owner.
It seems to me ordinaryshareholders who didn’t have a clue what was going on here are the ones tosuffer.
Wilcox
PS.
This was aknown problem at last year’s AGM – but from what I read on HC, no one raisedthe issue.
This year Captsua has raised the issue – but the company, andperhaps others may not be keen to discuss this issue.Captsua mayneed shareholder support at AGM to get some answers.
