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Lance O'Neill and CCCAL Who are City and Claremont?
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Directors

Lance O'Neill
Benjamin Edwards (appt 2016)
Nigel Duxbury (resigned 2016)

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Financial Performance
The Accounts
Major Shareholders
e-primefinancial Debacle
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Investments

Syntaxis
Calix Limited
MediaZest
Alba Minerals
Andes Energia

e-primefinancial

EP&F Capital PLC was created from what remained of the e-primefinancial debacle. The stated aim of e-primefinancial was to create an internet bank based in the USA. e-primefinancial raised £2 million at IPO in 1999 by issuing 100 million shares, 40% of the company, at 2p. A few months later, in early 2000, a much larger share placing raised £20 million at 20p per share. Lance O'Neill was the chairman and Nigel Duxbury the chief financial officer. At end of 2000 the company had £19.5 million in cash and 350.8 million shares in issue. Therefore at this time cash per share was approximately 6p per share.


Financial Summary and Accounts of e-primefinancial

EARNINGSACCOUNTS
2000-£1,114,260 PDF
2001-£2,240,681 PDF
2002-£1,568,364 PDF
2003-£708,006 PDF
2004+£91,011 PDF
2005+£57,825 PDF
2006+£11,286 PDF


By the middle of 2002 the company's cash had dropped to under £17 million without much progress in the formation of an internet bank. In May 2002 there was an EGM called by the ex-CEO that called for the removal of directors Lance O'Neill, Nigel Duxbury and Jermey Peace. All resolutions were defeated.

In November 2002 the company announced a tender offer of up to 200,000,000 shares at only 3.25p. At this time the company had over 4.5p per share in cash. In December 2002 the company announced it had purchased 141 million shares at 3.25p. Shares in issue dropped to 213,192,116 and cash dropped to £10.8 million. One significant effect of the share buyback was to increase O'Neill and Duxbury's percentage shareholding in the company to 4.7% and 3.5% respectively.

In April 2003 the company announced that their US subsidiary had failed to raise the required funds to satisfy capital requirements for the proposed internet bank. By mid 2003 cash had reduced to £10.3 million. The company had been able to purchase millions of their own shares in the market at around 2.5p a massive discount to the value of the cash on the balance sheet.

"All time classic share consolidation"

In August 2003 the company announced surely an all-time classic share consolidation. The mechanics of this restructuring really should be required reading for any would-be "entrepreneur". Claiming disproportionate administration costs for a large number of shareholders with small shareholdings, the directors announced a proposal to consolidate the existing share capital of the company. The proposal was to issue 1 new £35 share for every 7,000 existing 0.5p shares. Fractional holdings would be purchased by the company on-market. As it turned out anyone with say, 6500 shares, was forced to sell their shares back to the company at only 2.4p, an approximate 35% discount to the value of the cash on the company's balance sheet. One notable effect of this highly dubious piece of financial engineering was to significantly increase each of the directors' percentage shareholding of the company.

To illustrate this let's look at the directors' relative shareholdings before and after the consolidation. Pre-consolidation there were 209,872,116 shares in issue and Lance O'Neill held 10,483,332 shares, equivalent to 4.995% of the issued share capital. After the share consolidation there were 27,787 shares in issue and O'Neill's new holding was 1,495 shares equivalent to 5.38% of the issued share capital. This is an increase of 7.7%. Similarly Nigel Duxbury held 7,833,331 shares before the consolidation, equivalent to 3.73% of the company. Post-consolidation Duxbury's shareholding had changed to 1,117 shares, equivalent to 4.02% of the company.

Additionally the forced purchase of approximately 7.5% of the share capital at a 30%-35% discount to cash increased the absolute value of the directors' shareholdings as defined by the company's net asset value (effectively its cash). The absolute value of the directors' shareholding in the company increased by approximately 2%. Unbelieveable. How on earth this restructuring was permitted by the LSE is a mystery.

Post-restructuring there was a mere 27,787 shares in issue. Anyone know of any other listed company with less than 30,000 shares in issue? No I thought not. Not surprisingly liquidity in the shares was greatly reduced and the quoted share price was typically of the order of £200 to sell and £300 to buy. A quite comical outcome.