ASX stops Tikforce sale, forces shareholder approval do-over
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The ASX is forcing troubled tech company Tikforce (ASX:TKF) to have shareholders re-approve the sale of its main business, saying it hasn’t been completely honest its shareholders.
In August last year, Tikforce sold its main business to Gambier Holdings for $250,000.
That business was making annual sales revenue of $421,689 at the time but had net liabilities of $1.6m and cash of just over $200,000, according to the 2018 annual report.
And as revealed by Stockhead, it had failed to tell the market that several announced contracts had either fallen over or never eventuated.
Today, the ASX said Tikforce didn’t tell shareholders before the sale approval meeting that its former management were involved in Gambier or that Gambier’s new owner Credenxia — a UK company registered on October 3 last year — was planning to list the Tikforce assets on the AIM.
In January, the ASX noted that Credenxia’s entire management team had clear Tikforce associations.
“Ross Taylor is a shareholder in Tikforce and we understand that Peter Hudson, Grant Thomas, Terrance (or Terry) Jones and Rafidzal Rafiq were all previously employed by Tikforce,” the market operator said.
“In the circumstances, ASX considers TKF’s failure to disclose that information fell well short of the standard of candour expected from listed companies in their dealings with the market and with their shareholders.”
Today, the market operator said Tikforce claimed it didn’t know Credenxia wanted to list on the AIM, but pointed out a Credenxia presentation in October which made that plan clear — before the shareholder meeting to approve the sale.
Gambier/Credenxia fully paid for the Tikforce assets in January, but the ASX is forcing the company to have shareholders reapprove the deal.
Tikforce must explain in a “detailed and candid statement” the steps they took to keep the deal at arms’ length and the sale price was fair.
Furthermore, the ASX is barring all current and former Tikforce directors, management and their associates from voting, as well as anyone behind Gambier and Credenxia and their related parties and their associates.
Tikforce has been plagued by problems for months.
It was close to running out of money in early 2018 and hoped a Kyrgyzstan-based company could help it out of that hole. It did not.
At the same time, a shareholder claimed Tikforce had defaulted on a convertible note because a major contract in 2017 had fallen over, which they’d not told the market or debt-holders about.
And a group of shareholders spent the year trying and failing to remove the board.
The contract the parties were arguing about was a trial for JobActive — a government-run placement service that connects job seekers with employers via a national network of providers.
In 2017, Tikforce made ASX announcements in April, July and August concerning a deal to verify the credentials of 2500 “jobseekers”.
It made a number of claims about what the contract was and how much revenue it would bring in, before retracting all of those statements in May last year.
The ASX suspended Tikforce from trading in December, and there it remains until shareholders re-approve the asset sale.