TSK - TASK Group Holdings

[Harvey Specter]

The announcement pretty much states that there is no insider trading because (technically) there is no insider trading laws with private placements.

Given that all listed companies would consult legal on matters such as this I don't really have a problem with it. The main interest is the 1c valuation v 1.5-2c+ for previous raises (need to check). Sure the company could nominate any figure if the SH were willing to stump up the cash, but some information regarding this valuation is what most people are interested in.

I think this is the issue. Given what the directors knew, was a capital raise at 1c in the best interests of the company. So potentially not only did they breach their fiduciary duty to shareholders, they took advantage personally of that breach. If they did a SPP at 1c as well as the placement to large investors, this would have been mitigated.

[robbo24]

The announcement pretty much states that there is no insider trading because (technically) there is no insider trading laws with private placements.

I think this is the issue. Given what the directors knew, was a capital raise at 1c in the best interests of the company. So potentially not only did they breach their fiduciary duty to shareholders, they took advantage personally of that breach. If they did a SPP at 1c as well as the placement to large investors, this would have been mitigated.

I wonder what definition of "eligible persons" they use in their announcement on 11 December 2014, which says:

The offer to be made by VMob will only be available to eligible persons in New Zealand and sophisticated investors in Australia.

Because if it's the definition of "eligible persons" in s 8(2) of the Financial Markets Conduct Act 2013 [to which the company refers to in its announcement today] then the definition suggests to me that the offer was only made to the directors and employees :

Section 8 (2)
In this clause eligible person—(a) means an employee or a director of the issuer of the specified financial products or of any of its subsidiaries; and
(b) includes a person who provides personal services (other than as an employee) principally to the issuer of the specified financial products or any of its subsidiaries

Jolly good fun!

[BFG]

I wonder what definition of "eligible persons" they use in their announcement on 11 December 2014, which says:


Because if it's the definition of "eligible persons" in s 8(2) of the Financial Markets Conduct Act 2013 [to which the company refers to in its announcement today] then the definition suggests to me that the offer was only made to the directors and employees :


Jolly good fun!

Cheers for that Rob.

Heads they win, tails you lose. It may nit be illegal but sure isn't ethical is it now? And if these guys aren't playing by the same rules, what chance do the small guys have?

As I said before, Sean Joyce is well compensated for all this and knows how close they can sail to the wind...

[mikeybycrikey]

That didn't do much to clear up any "market speculation" about insider trading.

It doesn't really confirm that there wasn't inside knowledge and sort of says that "it wasn't illegal so what are you going to do about it"?

[Schrodinger]

That didn't do much to clear up any "market speculation" about insider trading.

It doesn't really confirm that there wasn't inside knowledge and sort of says that "it wasn't illegal so what are you going to do about it"?

Well technically its irrelevant if no laws were broken. You either did or you didn't there's no grey area.

Moosie when has ethics trumped profits in business?

Board to CEO> gee we think you are a nice guy good work! or you made us lots of money...???

[Harvey Specter]

I wonder what definition of "eligible persons" they use in their announcement on 11 December 2014,

Eligble investor (from an angle investor perspective which I am pretty sure is the same) is generally one that has investments over $2m, income over $200k for the past 2 years, is in the business of investing, or knows the investee. So basically HNWI and their friends.

[robbo24]

Cheers for that Rob.

Let's take it a bit further too...

Clause 20 of Schedule 1 of the Financial Markets Conduct Regulations 2014, entitled "Insider Trading" says:

Clause 8 - Insider trading
(1) During the transitional period, sections 241 to 243 of the Act do not apply to a trade of a financial product if the trade is an acquisition of the financial product by way of issue.
(2) Subclause (1) does not apply to an acquisition of financial products under an offer made in reliance on clause 19 of Schedule 1 of the Act.

Regulation 2 of the Financial Markets Conduct Regulations 2014 defines the "transitional period" as:

transitional period means the period starting on the commencement of these regulations and ending on the close of 30 November 2016.

So we can say from the announcement that the company relies on the fact that ss 241, 242 and 243 would otherwise apply but for the transitional period. Let's take a look at what ss 241-243 say:

Section 241 - Information insider must not trade
(1) An information insider of a listed issuer must not trade quoted financial products of the listed issuer.
(2) An information insider in relation to quoted derivatives must not trade the derivatives.
(3) In this subpart and subpart 3, trade—
(a) means acquire or dispose of; but
(b) does not include acquire, or dispose of, by inheritance or gift.

Section 242 - Information insider must not disclose inside information
(1) An information insider (A) of a listed issuer must not directly or indirectly disclose inside information to another person (B) if A knows or ought reasonably to know or believes that B will, or is likely to,—
(a) trade quoted financial products of the listed issuer; or
(b) advise or encourage another person (C) to trade or hold those products.
(2) An information insider (A) in relation to quoted derivatives must not directly or indirectly disclose inside information to another person (B) if A knows or ought reasonably to know or believes that B will, or is likely to,—
(a) trade the derivatives; or
(b) advise or encourage another person (C) to trade or hold those derivatives.

Section 243 - Information insider must not advise or encourage trading
(1) An information insider (A) of a listed issuer must not—
(a) advise or encourage another person (B) to trade or hold quoted financial products of the listed issuer:
(b) advise or encourage B to advise or encourage another person (C) to trade or hold those financial products.
(2) An information insider (A) in relation to quoted derivatives must not—
(a) advise or encourage another person (B) to trade or hold the derivatives:
(b) advise or encourage B to advise or encourage another person (C) to trade or hold those derivatives.

Can we infer from the announcement that the eligible persons partook in insider trading (and potentially the conduct prohibited in ss 242-243 as well)?

Did the company just make an announcement that its directors partook conduct that would otherwise be insider trading?

I question, would they do the same thing after the transitional period? What would Jesus do?

[Monty]

I attended an investor presentation late last year. At the presentation and update there was advice that there would be a capital raising round coming up. Of course the McDonald's contract was discussed only in so far as what was already in the public areana (re McDonalds Japan, Netherlands and Sweden). It did not take any genius to understand that of course VMob were trying to establish more contracts with McDonalds. there was no mention that the Holy Grail of a Global Contract with McDonalds was in the wind. In the informal conversations after the meeting there was no mention of the big contracts in the pipeline. If I had known then what I know now, I would have purchased more shares.

The reality is that VMob is a company to watch. They have been working hard and are now achieving some very good results. A read of the investor presentations and reports published on the NZX web-sites gives a very good background to what is happening.

I intend to increase my rather modest shareholding. I personally like this company and expect to see some good things in the coming months and years.

[robbo24]

Eligble investor (from an angle investor perspective which I am pretty sure is the same) is generally one that has investments over $2m, income over $200k for the past 2 years, is in the business of investing, or knows the investee. So basically HNWI and their friends.

Indeed, section 5(2CC) of the Securities Act 1978 is much wider than s 8 of the FMCA 2013 :

For the purposes of subsections (2CB) and (2CBA), a person is an eligible person if the person is 1 or more of the following:
(a) wealthy (as defined in subsection (2CD)):
(b) experienced in investing money (as defined in subsection (2CE)):
(c) experienced in the industry or business to which the security relates (as defined in subsection (2CE)).

I wonder which category the directors fall into?

[lastmoa]

I attended an investor presentation late last year. At the presentation and update there was advice that there would be a capital raising round coming up. Of course the McDonald's contract was discussed only in so far as what was already in the public areana (re McDonalds Japan, Netherlands and Sweden). It did not take any genius to understand that of course VMob were trying to establish more contracts with McDonalds. there was no mention that the Holy Grail of a Global Contract with McDonalds was in the wind. In the informal conversations after the meeting there was no mention of the big contracts in the pipeline. If I had known then what I know now, I would have purchased more shares.

The reality is that VMob is a company to watch. They have been working hard and are now achieving some very good results. A read of the investor presentations and reports published on the NZX web-sites gives a very good background to what is happening.

I intend to increase my rather modest shareholding. I personally like this company and expect to see some good things in the coming months and years.

Agree with what you are saying about Vmob and I like that they have their own platform and have exposure to these large global corps .... but, I'm with Moosie and co on this one. I have viewed what I can only ascertain as offloading in the past and this recent action, even though they seem to have acted within the legal requirements as set out by the FMA, it reeks. I am out and will stay out regardless of their performance .... I also stay away from DIL for management reasons also, but there is more for incompetence. Once again a promising coy, just not acting in best interests of all shareholders.