Hilarious press release this morning. Remind me never to use the same courier service that xG use: Finally we have delivery of the Army trial equipment... 140 days into a 180 day trial. And that, according to xG, is a "timely delivery"!
Now, I'm a big fan of the armed forces, but this press release took it a little far in its praise dontcha think: "dedicated", " resourceful", " leadership", "exceptional" soldiers. Maybe Marc's fellatio fantasies are more common than I thought.
The last of the quote is pretty telling. Basically it says, even though we've only given you 40 days to test it - it doesn't currently work : "[xG will] listen to them, to learn from them, and then revise our trial product to reflect their recommendations and better meet their needs."
Edit:
and the last line of the 'about xG' is also notable. Nothing new, but in this context boasting about the number of your patents isn't a great idea. Some inconvenient person may compare yours to, say, Harris communications who is the current vendor of most Army radio systems. Have a look HERE at the US Patent Office filings for Florida. Harris are near the top. Scroll down to see where xG are.....
Tuesday, 22 February 2011
Tuesday, 8 February 2011
Don't drop the soap Guy
The inevitable follow-up to the Chimay story. Aww James Woodyatt. All that money gone. Now you know how the Maddoff victims felt when your company Optimal was a feeder fund for Maddoff. Such a shame.
Link HERE
Link HERE
Loans, Liens, Lies and Laughs
Well Mooers Branton are at it again. Another of the announcements whose headline says one thing, but the body of the text means something completely different. They already have two 'loans' out to their own company, xG, upon which the terms are; when the left hand (xG) doesn't pay the right hand (MBTH) then xG becomes property of MBTH. You would've thought that enough, but now a new announcement. Why? Well it's complicated.
Digging into the legalese of the Articles of Association (link Google Doc) you find that if a group or individual acquires 50% plus of the voting rights then they must make a cash (or equivalent) offer for all the xG shares. The price to be "not less than the highest price paid by the Offeror for Shares of that class or series during the Offer Period and within twelve (12) months prior to its commencement".
Looking at the figures from the last Alleby report, the voting rights that Moores Branton currently have (which include the voting rights they have over Joe Bobier's shares) come up to 43%. Obviously any new major shareholding they take on will take them over the 50% trigger.
This compulsory offer can only be waived if 75% of the other voting rights (i.e. not Mooers Branton's) agree to it. In practice this means Palmi and Bohman/Lloyd, because of the remaining voting rights (once you strip out Mooers Brandon and Joe) Palmi has 25.7%, and Bohman 24.0%, with every other small shareholder (presumably including those outstanding unsold shares from the ACH collapse) making up 50.3%.
The announcement goes on to say that they haven't received that agreement, so Bohman, and possibly Palmi are digging their heels in, which would trigger the takeover agreement and an offer for their shares. If the agreement came to place then ALL of the $10m would go into buying out Bohman and Palmi. This would mean no money left to try to tide over xG.
Then they try to wriggle even further by saying $5.2m of the $10m would go to paying themselves back (early) on the loans they made a few months ago! If this happens xG are worse off than they were previously. xG had been promised $5m ($1.5, plus "Up to" $3.5m). Now xG would only have $4.8m ($10m - $5.2m)! It's crazy. xG get zero if the takeover is triggered (because all of the $10m goes to paying off Bohman and Palmi), and less if it isn't. How is this good news?
Oh yeah. That $3.5m. Did anyone see conformation that they've actually coughed up? Me neither. That announcement said "have agreed on terms under which, at MB Technology's discretion". Maybe their discretion advised against it, and "Up to" is Mooers speak for nothing? Yet they propose to be paid back $5.2m. Do the math.
Then the bribery comes. Notice the "Conversion Rights" term. In it it says that if Bohman/Palmi agree to waiving the takeover within 15 days, MB will pay $0.25, if they don't it's only $0.10 a share.
All this is complicated, and made into a cat and mouse game, by what I suspect must be an imminent legal challenge from Bohman/Lloyd, put in place by Lloyd's resignation from the board. After all they bought around $28m of shares, and the takeover would only get them back between $2 to $5m depending on the offer price. Frankly it's an insult, but it is hard cash.
The takeover would result in xG folding for sure as the money would all go to paying off the shareholders. But perhaps Bohman/Lloyd may decide suing a collapsed company may be more problematic than suing a trading one. On the other hand they have been mis-sold in the most blatant and shameful manner. A simple demonstration to the court about the impossible nature of the xMax modulation should persuade the most cold-hearted jury, and should result in a payout at least an order of magnitude greater than the pitiful return the takeover would bring. If xG are still there to sue. Interesting times.
Digging into the legalese of the Articles of Association (link Google Doc) you find that if a group or individual acquires 50% plus of the voting rights then they must make a cash (or equivalent) offer for all the xG shares. The price to be "not less than the highest price paid by the Offeror for Shares of that class or series during the Offer Period and within twelve (12) months prior to its commencement".
Looking at the figures from the last Alleby report, the voting rights that Moores Branton currently have (which include the voting rights they have over Joe Bobier's shares) come up to 43%. Obviously any new major shareholding they take on will take them over the 50% trigger.
This compulsory offer can only be waived if 75% of the other voting rights (i.e. not Mooers Branton's) agree to it. In practice this means Palmi and Bohman/Lloyd, because of the remaining voting rights (once you strip out Mooers Brandon and Joe) Palmi has 25.7%, and Bohman 24.0%, with every other small shareholder (presumably including those outstanding unsold shares from the ACH collapse) making up 50.3%.
The announcement goes on to say that they haven't received that agreement, so Bohman, and possibly Palmi are digging their heels in, which would trigger the takeover agreement and an offer for their shares. If the agreement came to place then ALL of the $10m would go into buying out Bohman and Palmi. This would mean no money left to try to tide over xG.
Then they try to wriggle even further by saying $5.2m of the $10m would go to paying themselves back (early) on the loans they made a few months ago! If this happens xG are worse off than they were previously. xG had been promised $5m ($1.5, plus "Up to" $3.5m). Now xG would only have $4.8m ($10m - $5.2m)! It's crazy. xG get zero if the takeover is triggered (because all of the $10m goes to paying off Bohman and Palmi), and less if it isn't. How is this good news?
Oh yeah. That $3.5m. Did anyone see conformation that they've actually coughed up? Me neither. That announcement said "have agreed on terms under which, at MB Technology's discretion". Maybe their discretion advised against it, and "Up to" is Mooers speak for nothing? Yet they propose to be paid back $5.2m. Do the math.
Then the bribery comes. Notice the "Conversion Rights" term. In it it says that if Bohman/Palmi agree to waiving the takeover within 15 days, MB will pay $0.25, if they don't it's only $0.10 a share.
All this is complicated, and made into a cat and mouse game, by what I suspect must be an imminent legal challenge from Bohman/Lloyd, put in place by Lloyd's resignation from the board. After all they bought around $28m of shares, and the takeover would only get them back between $2 to $5m depending on the offer price. Frankly it's an insult, but it is hard cash.
The takeover would result in xG folding for sure as the money would all go to paying off the shareholders. But perhaps Bohman/Lloyd may decide suing a collapsed company may be more problematic than suing a trading one. On the other hand they have been mis-sold in the most blatant and shameful manner. A simple demonstration to the court about the impossible nature of the xMax modulation should persuade the most cold-hearted jury, and should result in a payout at least an order of magnitude greater than the pitiful return the takeover would bring. If xG are still there to sue. Interesting times.
Tuesday, 25 January 2011
It begins...
Transfer of assets from xG to MBTH. Filed with the FCC 29/12/2010
Note how at the end they also ask for the records to be changed from xG LLC to xG Inc as they are "the same legal entity" - when all the while in the Hapoalim case they argued the opposite, that they were completely different entities!
EDIT: Looks like the transfer was granted last Friday 21/1/11. Now you see xG. Now you don't
The only experimental license they have is with MBTH, not xG:
Interestingly this experimental site is on a whopping 250m or so tower (Google-map N25 58 16 W80 12 31) only 10-15 miles from their test network, and can legally transmit at 35 watts. I wonder if this tower 'lends a hand' when journalists are invited to test the 1 watt network....?
Note how at the end they also ask for the records to be changed from xG LLC to xG Inc as they are "the same legal entity" - when all the while in the Hapoalim case they argued the opposite, that they were completely different entities!
EDIT: Looks like the transfer was granted last Friday 21/1/11. Now you see xG. Now you don't
The only experimental license they have is with MBTH, not xG:
Interestingly this experimental site is on a whopping 250m or so tower (Google-map N25 58 16 W80 12 31) only 10-15 miles from their test network, and can legally transmit at 35 watts. I wonder if this tower 'lends a hand' when journalists are invited to test the 1 watt network....?
Monday, 24 January 2011
xG Phones
An anonymous comment about xG phones on the previous thread got me thinking about them. I make it five phones that xG have been involved with, plus a few limited edition specials.
First we had the TA100 "SAS" the Slim and Swedish.
Then the TX100 "Landfill" of which there are 10,000 buried in a landfill site somewhere.
Then the 4G ready TX110 "Silver Brick" the first Cambridge effort which would begin large scale deliveries in November 2007...
Then the TX60 series
Which included
1) the original TX60 "Pure Fantasy"
2) then because it was fantasy they added an aerial to make the TX60 "Pinocchio"
3) Which came bundled with the TX60 "Egg Fryer"
4) Then the Nazi inspired, flip antenna, TX60 "Sieg Heil"
And now the TX70 "Enormous"
First we had the TA100 "SAS" the Slim and Swedish.
Then the TX100 "Landfill" of which there are 10,000 buried in a landfill site somewhere.
Then the 4G ready TX110 "Silver Brick" the first Cambridge effort which would begin large scale deliveries in November 2007...
Then the TX60 series
Which included
1) the original TX60 "Pure Fantasy"
2) then because it was fantasy they added an aerial to make the TX60 "Pinocchio"
3) Which came bundled with the TX60 "Egg Fryer"
4) Then the Nazi inspired, flip antenna, TX60 "Sieg Heil"
And now the TX70 "Enormous"
Friday, 21 January 2011
Countdown
Yawwwwn. Been pretty quiet on the xG news front recently. I guess everyone is waiting for the result of the trial (... the Army trial, not the Bohman v Kromka, xG v Chimay, or Woodyatt v Chimay trials). The agreed period was for 6 months, from 5th October 2010. To add some *glamour* :-P to the webpage I’ve added a countdown clock on the right to the deadline on 5th April 2011.
What happens after that? If the Army trial fails, my prediction is; nothing will happen. Literally nothing, because xG will be gone, finished. The money will have run out, and I can’t see Rick’s ‘generosity’ extending to keeping the company afloat when he can default on himself and award himself any 'assets’ that remain on the carcass. Should a miracle happen and the military ignore other advanced military radios (like ITT’s Spearnet) and go with xG, then my predicted timescale doesn’t change, as Mooers can still default on himself at any time.
The timescale seems accurate. xG have an events section on their website. It lists the events they plan on attending, or exhibiting in. It may be a coincidence, but there are no planned events after the end of the Army trial. In fact the major cognitive radio exhibition in the world is DySpan organised by the IEEE and it takes place only a month after the end of the trial on 3rd-6th May 2011. All the big boys will be there: Microsoft, Nokia, Ericsson, Toshiba, Alcatel, et cetera, et cetera. xG strangely aren’t down to attend. It may be that they think the IEEE will laugh at them, but for a company hoping to be the ‘world communications standard’ it’s a pretty glaring omission.
(In fact the IEEE are calling for papers about cognitive radio to present at the show. If xG want to be this ‘world communications standard’ then now’s their chance...)
The exhibitions they are planning on attending are more of the same old things they’ve been to without success in the past: CITA wireless, IWCE. These are exhibitions for local telephone suppliers, mobile broadband, voice video, data suppliers etc. Sure, most of the atendees will be switched on, but it's conceivably the sort of place where they may find a few people that don’t ask too many hard questions about cognitive radio. The kind of event that has previously won them massive deals, like Townes Telecommunications.
P.S. If you find all this talk of Cognitive Radios confusing then you are Marc Dannenberg. Here’s a nice cartoon to explain it all Marc.
What happens after that? If the Army trial fails, my prediction is; nothing will happen. Literally nothing, because xG will be gone, finished. The money will have run out, and I can’t see Rick’s ‘generosity’ extending to keeping the company afloat when he can default on himself and award himself any 'assets’ that remain on the carcass. Should a miracle happen and the military ignore other advanced military radios (like ITT’s Spearnet) and go with xG, then my predicted timescale doesn’t change, as Mooers can still default on himself at any time.
The timescale seems accurate. xG have an events section on their website. It lists the events they plan on attending, or exhibiting in. It may be a coincidence, but there are no planned events after the end of the Army trial. In fact the major cognitive radio exhibition in the world is DySpan organised by the IEEE and it takes place only a month after the end of the trial on 3rd-6th May 2011. All the big boys will be there: Microsoft, Nokia, Ericsson, Toshiba, Alcatel, et cetera, et cetera. xG strangely aren’t down to attend. It may be that they think the IEEE will laugh at them, but for a company hoping to be the ‘world communications standard’ it’s a pretty glaring omission.
(In fact the IEEE are calling for papers about cognitive radio to present at the show. If xG want to be this ‘world communications standard’ then now’s their chance...)
The exhibitions they are planning on attending are more of the same old things they’ve been to without success in the past: CITA wireless, IWCE. These are exhibitions for local telephone suppliers, mobile broadband, voice video, data suppliers etc. Sure, most of the atendees will be switched on, but it's conceivably the sort of place where they may find a few people that don’t ask too many hard questions about cognitive radio. The kind of event that has previously won them massive deals, like Townes Telecommunications.
P.S. If you find all this talk of Cognitive Radios confusing then you are Marc Dannenberg. Here’s a nice cartoon to explain it all Marc.
Wednesday, 15 December 2010
Quick reply to 'Innocent Bystander'
This humble blog has been name-checked on the iii.co.uk board by a poster called 'innocent bystander'. He hasn't got a high opinion of it, or me, but everyone is entitled to his/her own viewpoint. But I'm afraid to say old fruit you've got this one almost 100% wrong.
Incidentally I'm not David Falt, But seeing as you want to drag up the bank Hapoalim case again, I'm delighted to assist - seeing as it highlights the underhand, deceitful and manipulative way Mr Mooers has acted. Incidentally the court documents for the case are available online from the US courts system.
I wrote this is March 2009 to another poster, called John, who -like you- had got the wrong end of the stick. It still stands:
"Lets look at the facts AGAIN but this time in chronological order.
Fact 1: Roger Branton issued the shares to Falt and four other people around March 29, 2005. They were real, valid shares. Not forgeries. Not bogus. Branton signed them. He and Rick authorized them. Hapoalim confirm this. Hapoalim confirm Falt's name on the certificates, along with the other names. Hapoalim confirm Branton's signiture on the certificates. xG LLC was the name on the certificates. There were no restrictions as to the disposal of these shares. None of the parties involved now dispute this. John - the whole point of shares (as I tried to explain yesterday) is that you can sell them, Falt and the others was perfectly entitled to sell them when they saw fit. I trust you are with me up to this point.
Fact 2: A few days later in April 2005 Falt deposits the shares at the Bank of New York. They accept the shares as legal, binding, Kosher.
Fact 3: Sometime later that year Falt leaves xG. It's pointless to argue with you about exactly who left who. I maintain, through multiple excellent sources, that Falt resigned because he was disgusted about the way xG were handling themselves. You are free to believe what they pay you to. That's your job after all. I imagine that harsh words were said on both sides. Around that time he also leaves ACH. Falt was now obviously a threat to both of them as he knew where the skeletons were buried.
Fact 4: October 2005 - Falt sells some of the shares. Not the whole amount, just some of them. The Bank of New York say it's a legal transaction. Hapoalim, who end up on the other side of the trade, agree.
Fact 5: Hapoalim, try to get the certificate split to complete the sale. Inexplicably xG refuse. The initial reason they give is the shares don't exist - which was just silly, two banks had confirmed they do, and then there was the awkward fact of Branton's signature on the paperwork.... When they acknowledged that the shares did exist their next lie was to say they were issued against a promissory note. Then they lie again and say that they are now called xG Inc so the shares aren't valid. Then that simply the shares are 'Null and Void' These guys are squirming, but the elephant in the room' throughout all the shenanigans is the certificates with Falts name and Brantons' signature...And ain't it strange that every other director who've all been GIVEN shares in xG have had their share certificated honored...
Fact 6: 1 January 2006 - BOTH the Bank of New York AND Bank Hapoalim write to XG Technology to pressure them about the certificates. Both these institutions are siding with Falt. Both agree that as far as they can see he is the abused party. Legal threats are made from the banks to xG, whose response is to return legal threats, not at the banks, but at Falt.
Fact 7: Lawyers earn money all through most of 2006.
Fact 8: 9 November 2006 xG Change [Edit: finally - despite them saying months before that they already had...]from LLC to Inc. They do not inform Hapoalim, despite the ongoing legal process. Presumably this is because they already said to Hapoalim that they are already called Inc. Hapoalim find out from their inquiries they've made about these xG people. They've also found out that they are planning to list.
Fact 9: 13 November 2006 The letter is sent that I've posted here. Let's remind ourselves what it says because you obviously haven't read it properly John:
*"We have attempted to obtain clarification but he has not been cooperative...We have made inquiries in the United States. These inquiries have raised serious doubts about xG Technology LLC itself and the individuals that stand behind it. It is very difficult to form a definite opinion but we have serious doubts that xG Technology LLC and the technology it claims to own are what they purported to be." They then say they've spoken to the broker and the Nomad about their position with the certificate. The letter is co-signed by the CEO and Head of Controls.*
The reason they've spoken to the Broker and Nomad is simple. They want these shares recognized in the new company. And by the looks of it both seem to agree that Hapoalim had got a point because the IPO is shelved. Yes, this IPO you harp on about just turned out to be an "Introduction" to the market. (Don't bother to argue - it's on the LSE website, as "Not IPO XG TECHNOLOGY INC - Introduction"). They shelved it for two reasons: 1) lack of mugs willing to buy, and 2) the nomad was unwilling to accept later share dilution once these shares were converted. ZERO pounds was raised during this 'Non-IPO'. They changed their IPO into a 'convertable bond' so that the guys who had bought in at pennies in the pound via ACH and Wahlman could get their shares. But I'm digressing...
Fact 10: 26 January 2007 Bank Hapoalim sues xG Inc for breach of fiduciary duty. The breach was that they i) failed to inform Hapoalim on the name change from XG Technology LLC to XG Technology Inc, and ii) failed to inform them of the introduction of the company on AIM, and iii) they didn't list the David Fält shares in the register. Hapoalim say:
*"The company and specifically Mooers and Branton have betrayed their trust, breached their Fiduciary duty, withheld the information required and behaved disgracefully and deliberately and willingly infringed the Bank and the applicants' rights".*
Fact 11: The Judge had to decide, not if the certificates were valid - they were - but if by outrageously not including them in the register did a member of a Limited Liability Company owe a fiduciary duty to a party (Hapoalim) who wasn't in the LLC. The judgment is paraphrased here (www.abanet.org/buslaw/newsletter/0071/materials/pp2.pdf) "In a Florida
case interpreting Delaware law, the Court considered whether LLC managers owed a duty to parties that were not formally designated as LLC members. Under Del. Code Ann. Tit. 6, § 18-1101(c) a LLC may owe a fiduciary duty to “another person that is a party to or otherwise bound by a LLC agreement.” Plaintiffs needed to prove whether the assignee of a LLC member’s securities assumed member status in the LLC. The Court held that the allegations failed to allege that the LLC managers owed the assignee a fiduciary duty and therefore failed to state a claim of breach of fiduciary duty."
So the judgment was *NOT* that the certificates weren't valid. *Not* that Falt/Hapoalim/BNY had done anything wrong, but simply on the legal point that LLC members didn't owe fiduciary duty to non LLC members. But stench of fraud around Rick and Roger got really bad that day. The issue wasn't resolved. These share certificates are still out there.
Ding. Ding. Round one over.
Fact 12: Now we are back to the present day, the bell has just struck for round two. It's still unresolved. BUT, if Falt is - as the Swiss Police have determined - innocent, then who is Guilty? There must be these still outstanding share certificates somewhere, along with that sale through two banks. These issues haven't gone away. I can't speculate about the future but it's logical to suggest that if the guilty one isn't Falt, or Hapoalim, then the only people left in the frame are Rick and Roger. I'm sure the next few months will be interesting for us all."
Now Innocent Bystander continues:
Now that's very interesting. 300 shareholders. Just how do you know that? It shows you are more closely involved than you admit to. The crimes (plural please) are simple: 1) The shares were restricted shares - that were sold for HALF the market rate, by an unregulated stock promoter rather than legal channels, 2) whilst these restricted shares were meant to be under the 'lock-up' period, 3) to multiple US citizens in contravention of their Reg 'S' status.
Now, If you have some FACTS which show me to be wrong - please post them. Please include links to references as I have done. You can email me: john.prescott.dpm at gmail.com, you can post here - whatever you like, but please put up or shut up.
In fact, his letter is full of things taken out of context, outright lies and curios omissions of his own personal involvement.Ohh. Bold claims. However you fail to say what these "lies" are in my fully referenced post. Care to expand? Where are these "lies"?
Incidentally I'm not David Falt, But seeing as you want to drag up the bank Hapoalim case again, I'm delighted to assist - seeing as it highlights the underhand, deceitful and manipulative way Mr Mooers has acted. Incidentally the court documents for the case are available online from the US courts system.
I wrote this is March 2009 to another poster, called John, who -like you- had got the wrong end of the stick. It still stands:
"Lets look at the facts AGAIN but this time in chronological order.
Fact 1: Roger Branton issued the shares to Falt and four other people around March 29, 2005. They were real, valid shares. Not forgeries. Not bogus. Branton signed them. He and Rick authorized them. Hapoalim confirm this. Hapoalim confirm Falt's name on the certificates, along with the other names. Hapoalim confirm Branton's signiture on the certificates. xG LLC was the name on the certificates. There were no restrictions as to the disposal of these shares. None of the parties involved now dispute this. John - the whole point of shares (as I tried to explain yesterday) is that you can sell them, Falt and the others was perfectly entitled to sell them when they saw fit. I trust you are with me up to this point.
Fact 2: A few days later in April 2005 Falt deposits the shares at the Bank of New York. They accept the shares as legal, binding, Kosher.
Fact 3: Sometime later that year Falt leaves xG. It's pointless to argue with you about exactly who left who. I maintain, through multiple excellent sources, that Falt resigned because he was disgusted about the way xG were handling themselves. You are free to believe what they pay you to. That's your job after all. I imagine that harsh words were said on both sides. Around that time he also leaves ACH. Falt was now obviously a threat to both of them as he knew where the skeletons were buried.
Fact 4: October 2005 - Falt sells some of the shares. Not the whole amount, just some of them. The Bank of New York say it's a legal transaction. Hapoalim, who end up on the other side of the trade, agree.
Fact 5: Hapoalim, try to get the certificate split to complete the sale. Inexplicably xG refuse. The initial reason they give is the shares don't exist - which was just silly, two banks had confirmed they do, and then there was the awkward fact of Branton's signature on the paperwork.... When they acknowledged that the shares did exist their next lie was to say they were issued against a promissory note. Then they lie again and say that they are now called xG Inc so the shares aren't valid. Then that simply the shares are 'Null and Void' These guys are squirming, but the elephant in the room' throughout all the shenanigans is the certificates with Falts name and Brantons' signature...And ain't it strange that every other director who've all been GIVEN shares in xG have had their share certificated honored...
Fact 6: 1 January 2006 - BOTH the Bank of New York AND Bank Hapoalim write to XG Technology to pressure them about the certificates. Both these institutions are siding with Falt. Both agree that as far as they can see he is the abused party. Legal threats are made from the banks to xG, whose response is to return legal threats, not at the banks, but at Falt.
Fact 7: Lawyers earn money all through most of 2006.
Fact 8: 9 November 2006 xG Change [Edit: finally - despite them saying months before that they already had...]from LLC to Inc. They do not inform Hapoalim, despite the ongoing legal process. Presumably this is because they already said to Hapoalim that they are already called Inc. Hapoalim find out from their inquiries they've made about these xG people. They've also found out that they are planning to list.
Fact 9: 13 November 2006 The letter is sent that I've posted here. Let's remind ourselves what it says because you obviously haven't read it properly John:
*"We have attempted to obtain clarification but he has not been cooperative...We have made inquiries in the United States. These inquiries have raised serious doubts about xG Technology LLC itself and the individuals that stand behind it. It is very difficult to form a definite opinion but we have serious doubts that xG Technology LLC and the technology it claims to own are what they purported to be." They then say they've spoken to the broker and the Nomad about their position with the certificate. The letter is co-signed by the CEO and Head of Controls.*
The reason they've spoken to the Broker and Nomad is simple. They want these shares recognized in the new company. And by the looks of it both seem to agree that Hapoalim had got a point because the IPO is shelved. Yes, this IPO you harp on about just turned out to be an "Introduction" to the market. (Don't bother to argue - it's on the LSE website, as "Not IPO XG TECHNOLOGY INC - Introduction"). They shelved it for two reasons: 1) lack of mugs willing to buy, and 2) the nomad was unwilling to accept later share dilution once these shares were converted. ZERO pounds was raised during this 'Non-IPO'. They changed their IPO into a 'convertable bond' so that the guys who had bought in at pennies in the pound via ACH and Wahlman could get their shares. But I'm digressing...
Fact 10: 26 January 2007 Bank Hapoalim sues xG Inc for breach of fiduciary duty. The breach was that they i) failed to inform Hapoalim on the name change from XG Technology LLC to XG Technology Inc, and ii) failed to inform them of the introduction of the company on AIM, and iii) they didn't list the David Fält shares in the register. Hapoalim say:
*"The company and specifically Mooers and Branton have betrayed their trust, breached their Fiduciary duty, withheld the information required and behaved disgracefully and deliberately and willingly infringed the Bank and the applicants' rights".*
Fact 11: The Judge had to decide, not if the certificates were valid - they were - but if by outrageously not including them in the register did a member of a Limited Liability Company owe a fiduciary duty to a party (Hapoalim) who wasn't in the LLC. The judgment is paraphrased here (www.abanet.org/buslaw/newsletter/0071/materials/pp2.pdf) "In a Florida
case interpreting Delaware law, the Court considered whether LLC managers owed a duty to parties that were not formally designated as LLC members. Under Del. Code Ann. Tit. 6, § 18-1101(c) a LLC may owe a fiduciary duty to “another person that is a party to or otherwise bound by a LLC agreement.” Plaintiffs needed to prove whether the assignee of a LLC member’s securities assumed member status in the LLC. The Court held that the allegations failed to allege that the LLC managers owed the assignee a fiduciary duty and therefore failed to state a claim of breach of fiduciary duty."
So the judgment was *NOT* that the certificates weren't valid. *Not* that Falt/Hapoalim/BNY had done anything wrong, but simply on the legal point that LLC members didn't owe fiduciary duty to non LLC members. But stench of fraud around Rick and Roger got really bad that day. The issue wasn't resolved. These share certificates are still out there.
Ding. Ding. Round one over.
Fact 12: Now we are back to the present day, the bell has just struck for round two. It's still unresolved. BUT, if Falt is - as the Swiss Police have determined - innocent, then who is Guilty? There must be these still outstanding share certificates somewhere, along with that sale through two banks. These issues haven't gone away. I can't speculate about the future but it's logical to suggest that if the guilty one isn't Falt, or Hapoalim, then the only people left in the frame are Rick and Roger. I'm sure the next few months will be interesting for us all."
Now Innocent Bystander continues:
He somehow links Palmi Sigmarsson and Marc Dannenberg together through Guardian Holdings and make that suspicious. What’s the link? Guardian Holdings is owned by 300 different shareholders, not Palmi alone, and he had left Guardian Holdings long before Marc Dannenberg apparently sold these shares in Guardian Holding. Again, where is the crime (and link)?
Now that's very interesting. 300 shareholders. Just how do you know that? It shows you are more closely involved than you admit to. The crimes (plural please) are simple: 1) The shares were restricted shares - that were sold for HALF the market rate, by an unregulated stock promoter rather than legal channels, 2) whilst these restricted shares were meant to be under the 'lock-up' period, 3) to multiple US citizens in contravention of their Reg 'S' status.
Now, If you have some FACTS which show me to be wrong - please post them. Please include links to references as I have done. You can email me: john.prescott.dpm at gmail.com, you can post here - whatever you like, but please put up or shut up.
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