BRN Discussion Ongoing

[wilzy123]

It's a fair statement, Doz could have made a mistake.

That's why I asked for a digital copy, for all to see.

Let's also just overlook the fact that Doz is one account on TSE. Like I said, no disrespect to this account, but jeez... can't be getting all worked up over a single anonymous account on a discussion forum. Either way... im sure all this fuss will unearth the truth.

 

[White Horse]

I have just lodged a complaint with Citicorp Ethics breach hotline. I will let everyone know the outcome.

 

[Mccabe84]

I just googled Citicorp and am I right in saying they’re based in Singapore? Maybe I should pay them I visit and ask them what their intentions are ( as I’m currently in Singapore)

 

[DingoBorat]

I have just lodged a complaint with Citicorp Ethics breach hotline. I will let everyone know the outcome.

You the Man! (horse? ..)

 

[dippY22]

Would be good to know who at Citigroup are encouraging the ongoing purchase of BRN shares. But that is unlikely to be uncovered. If they have takeover intentions they are proceeding in a way that can accomplish it. Acquire more and more shares.

Our company is worth a ridiculous 80 cents (+/-) per share. And, significantly, it has two aging principals who own a ton of shares.

I can see Citigroup continuing to buy shares, lend them out to shorters to drive price down even more, accumulate more shares, wash and repeat.

Next, make a generous tender offer to nervous ma and pa investors (retail) and see what happens, knowing that if you pull this off you are sitting on a technology gold mine that is pre revenue, and as a result has little defense against a further falling stock price. I think this company would be a steal for 5 or 7 billion dollars.

Institutional investors and the big money they court know how to do this stuff. They are ruthless and they are good at it. If something like this is going to happen I don't think there is anything the TSE collective can do about it.

But there is something the takeover target can do. They can show growing revenue from customer engagements and / or make market moving announcement(s) so that the market moves the stock price up. Short of those things happening there may in fact be some blood oozing from a falling stock price and sharks like Citigroup may be gathering.
Regards, dippY

These are my opinions only and no investment advice is intended or given. Always, DYOR.

 

[Diogenese]

Would be good to know who at Citigroup are encouraging the ongoing purchase of BRN shares. But that is unlikely to be uncovered. If they have takeover intentions they are proceeding in a way that can accomplish it. Acquire more and more shares.

Our company is worth a ridiculous 80 cents (+/-) per share. And, significantly, it has two aging principals who own a ton of shares.

I can see Citigroup continuing to buy shares, lend them out to shorters to drive price down even more, accumulate more shares, wash and repeat.

Next, make a generous tender offer to nervous ma and pa investors (retail) and see what happens, knowing that if you pull this off you are sitting on a technology gold mine that is pre revenue, and as a result has little defense against a further falling stock price. I think this company would be a steal for 5 or 7 billion dollars.

Institutional investors and the big money they court know how to do this stuff. They are ruthless and they are good at it. If something like this is going to happen I don't think there is anything the TSE collective can do about it.

But there is something the takeover target can do. They can show growing revenue from customer engagements and / or make market moving announcement(s) so that the market moves the stock price up. Short of those things happening there may in fact be some blood oozing from a falling stock price and sharks like Citigroup may be gathering.
Regards, dippY

These are my opinions only and no investment advice is intended or given. Always, DYOR.

Just so we are all on the same hymn sheet when discussing takeaways, here is one I found on my pew recently:
https://www.ashurst.com/en/news-and-insights/legal-updates/takeovers-in-australia/

The threshold for compulsory acquisition is quite high:

90% Compulsory acquisition​

All shares subject to a takeover bid are able to be acquired compulsorily at the bid price if the bidder and its associates have:

• relevant interests in at least 90% by number of the shares in the bid class; and
• acquired 75% by number of the shares that the bidder offered to acquire under the bid (which effectively increases the 90% threshold only where the bidder and associates have more than 60% of the shares in the target before bidding).

It follows that a shareholder with a holding in the target in excess of 10% can block a bidder from acquiring 100% of the target shares.

A shareholder can apply to the court for an order that their securities not be acquired, but the court may only make such an order if it is satisfied that the consideration is not fair value for the securities.

​

 

[cassip]

Maybe citigroup acts as a consortium for several holders; I guess, clearstream banking does so too, in several cases

 

[MDhere]

I'm not entirely sure what all the big fuss is about?
Ok Citicorp may have sidestepped something to accumulate more shares. But end of day Brainchip have the goods and we all shareholders. So even if an offer comes say at $5 which is pathetically low, we have a say right as shareholders to either accept or reject?
So having said that Brainchip have so much under there belt that the buckle is bursting, so any offer would be and should be well north of $5. Pretty sure Citicorp is on our bating side

 

[Diogenese]

I'm not entirely sure what all the big fuss is about?
Ok Citicorp may have sidestepped something to accumulate more shares. But end of day Brainchip have the goods and we all shareholders. So even if an offer comes say at $5 which is pathetically low, we have a say right as shareholders to either accept or reject?
So having said that Brainchip have so much under there belt that the buckle is bursting, so any offer would be and should be well north of $5. Pretty sure Citicorp is on our bating side

It won't be just an offer - it will trigger a bidding war.

 

[Fullmoonfever]

I get the feeling there is some misunderstanding with Nominee accounts.

These are definitely something that our IR Mgr will be aware of and would expect undertakes the steps necessary to dig deeper and obtain relevant reporting on who sits behind these accounts.

That is sometimes a box tick it appears for some companies but it is an important undertaking imo as well that the Board should be aware, as best as achievable, where the voting rights sit.

Just because Citi is the nominee holder is not saying Citi are the buyer and have accumulated the 10%+ themselves.

Is unlikely they as a Nominee fall under the sub holder advice rules either as they are not an individual buyer / seller.

Look at a very large number of stocks T20s and you will most likely find Nominee style accounts like Citi BNP HSBC etc.

Suggest a read of a couple of links below and this snip from one of the links gives brief outline of the role of a nominee.

Who’s really on your register? – First Advisers

www.firstadvisers.com.au

How well do you know your shareholders - AICD

Victoria Geddes explains how to find out the identity of investors whose holdings are administered by custodian or nominee companies.

www.aicd.com.au

 

[Yak52]

I'm most likely wrong, but what worries me here (ie with Citicorp accumilating) is perhaps the possibility of a hostile takeover? If indeed they are involved in/ or manipulating/ holding the SP down and they are then in a position to do a takeover (ie buy up all shares), we may never realise an SP in the multiple dollar amount

(Disclaimer - I have no concise knowledge on this topic, but I've been burnt before when lovely Gina Reinhart ended up buying out an Iron Ore stock I once held for a small percentage of its true worth).

Thats why no one should sell any of their shares!

'm most likely wrong, but what worries me here (ie with Citicorp accumilating) is perhaps the possibility of a hostile takeover? If indeed they are involved in/ or manipulating/ holding the SP down and they are then in a position to do a takeover (ie buy up all shares), we may never realise an SP in the multiple dollar amount

(Disclaimer - I have no concise knowledge on this topic, but I've been burnt before when lovely Gina Reinhart ended up buying out an Iron Ore stock I once held for a small percentage of its true worth).

Thats why no one should sell any of their shares! JK200SX
-------------------------------------------------------------------------------------

CORRECT 100%. Nobody knows you or cares about you getting a decent price for your shares. Its all about MONEY with faceless shareholders nobody knows personally the victims.

Yak52

 

[Yak52]

Hey Doz, any chance you can mosey back on in and get a digital copy or something, or do they slug ya?

I'm surprised that the gravity of this, isn't being taken up in earnest..

This is Heavy! (cue Doc Brown jokes)..

But seriously, Citicorp Nominees, has amassed over 100 million shares, in a little over 5 months, to a total of around 173 million shares, with over a 10% holding in BRN and is now the largest shareholder!

Mr Market, knows absolutely nothing about it??

Do people realise the implications to the market, if these facts were known?

Or am I missing something ...

DB it is very serious! And after the AGM issue with PVDM position being voted on , well the dots are joining together. Was that a warning to toe the line?

IF the Market gets wind of this info it may just fix these shorters and this disgusting SP.

Yak52

 

[Yak52]

It's part of ASX continuous disclosure rules, but in this case, it's up to the shareholder, to tell the Company and the ASX.

There is no fault here, on BRN's side, as far as I see it, from what I've gleaned in the past hour..

I can't see how BRN, not having it in their Constitution, could affect ASX disclosure rules, on Citycorp.

Remember Citicorp has been caught not doing this before..

Hi DB. in answer to your post is the following.

The CFO was aware of this accumulation as were "other" Board/Management as they have access to all trading/share registry changes and the CFO is obliged to keep track and inform Management of such building/changes in positions in the company stock. It would have (should have) been itemized on a Board Meeting agenda at the very least. The CEO should have been made aware independently also by the CFO.

It is inconceivable that no attention was paid to the share registry and trading with such a "Hot Stock" as Brainchip especially while going into Commercialization phase.

Yak52

 

[Yak52]

Evening DingoBorat,

Another thought and quite likely eventuality...

Owning over 10% of the company I would imagine this would potentialy allow them to insert one of their own onto the BRN board...

Sean Hehir did say thay were looking to expand the board.. hence the expansion of the director renumeration pool.

Esq.

Esq 111. good evening to you Sir! I believe you have "hit the nail" on the head exactly correct.

Yes "ONE" of the objectives with a controlling position (holding) is to place a member on the Board which you have rightly connected the dots with Sean Hehirs comment about expanding the Board. fact & evidence!
This shows management "KNEW" about this 174 Million share position held by CITICORP and discussions about "someone" joining the Board have been well undertaken.

I am somewhat disappointed by the majoriety here lack of "UNDERSTANDING the significance of this 174 million (10%+) Holding by CitiCorp Nominee Pty. More proof the casual/average punter/investor here has very limited knowledge of the Corporate world. Shame they are so lacklustre about this news.


ARM is my #1 suspect with INTEL#2 next and Merc, Nvida, Tesla etc following! The biggest entities such as Apple, Microsoft, Amazon & Google could be suspect but trailing on my suspect list.

IF ......ARM is behind this CITICORP Nominee accumulation, considering the large number of ex-ARM management we now have on the payroll a T/O by management and ARM makes sense, getting rid of pesky retail and Insto to CONTROL the most important AI development on the planet.
Total control without ever answering to a Public companies shareholders again and all done at bargain basement share prices!

some scenario is definately taking place.
And make no mistake! SOMETHING IS TAKING PLACE and has been for some time.
NOBODY just goes out and does an extreme SHORTING CAMPAIGN and BUYS 10%+ of a company just because they feel like it!

A potential T/O Position has/is being built within BRAINCHIP by CITICORP NOMINEE pty for an unknown ENTITY. FACT.


Yak52

 

[DingoBorat]

I get the feeling there is some misunderstanding with Nominee accounts.

These are definitely something that our IR Mgr will be aware of and would expect undertakes the steps necessary to dig deeper and obtain relevant reporting on who sits behind these accounts.

That is sometimes a box tick it appears for some companies but it is an important undertaking imo as well that the Board should be aware, as best as achievable, where the voting rights sit.

Just because Citi is the nominee holder is not saying Citi are the buyer and have accumulated the 10%+ themselves.

Is unlikely they as a Nominee fall under the sub holder advice rules either as they are not an individual buyer / seller.

Look at a very large number of stocks T20s and you will most likely find Nominee style accounts like Citi BNP HSBC etc.

Suggest a read of a couple of links below and this snip from one of the links gives brief outline of the role of a nominee.

Who’s really on your register? – First Advisers

www.firstadvisers.com.au

How well do you know your shareholders - AICD

Victoria Geddes explains how to find out the identity of investors whose holdings are administered by custodian or nominee companies.

www.aicd.com.au

View attachment 11165

Hey Fullmoonfever, I understand that there is most likely several underlying institutional investors, of the Citicorp Nominees account, but the fact is, that they are umbrellaed under it.

So I can't see why, for ASX continuous disclosure purposes, why they wouldn't need to report a 5% holding and upwards, in 1% increments, as per the rules.

If they wanted to "collectively" remain below these thresholds, then wouldn't the shares be registered under separate accounts?

Isn't that just common sense?

 

[cassip]

Hey Fullmoonfever, I understand that there is most likely several underlying institutional investors, of the Citicorp Nominees account, but the fact is, that they are umbrellaed under it.

So I can't see why, for ASX continuous disclosure purposes, why they wouldn't need to report a 5% holding and upwards, in 1% increments, as per the rules.

If they wanted to "collectively" remain below these thresholds, then wouldn't the shares be registered under separate accounts?

Isn't that just common sense?

There is certainly a regulation according to which it is sufficient, when they are registered under separate accounts at citigroup

 

[Yak52]

Would be good to know who at Citigroup are encouraging the ongoing purchase of BRN shares. But that is unlikely to be uncovered. If they have takeover intentions they are proceeding in a way that can accomplish it. Acquire more and more shares.

Our company is worth a ridiculous 80 cents (+/-) per share. And, significantly, it has two aging principals who own a ton of shares.

I can see Citigroup continuing to buy shares, lend them out to shorters to drive price down even more, accumulate more shares, wash and repeat.

Next, make a generous tender offer to nervous ma and pa investors (retail) and see what happens, knowing that if you pull this off you are sitting on a technology gold mine that is pre revenue, and as a result has little defense against a further falling stock price. I think this company would be a steal for 5 or 7 billion dollars.

Institutional investors and the big money they court know how to do this stuff. They are ruthless and they are good at it. If something like this is going to happen I don't think there is anything the TSE collective can do about it.

But there is something the takeover target can do. They can show growing revenue from customer engagements and / or make market moving announcement(s) so that the market moves the stock price up. Short of those things happening there may in fact be some blood oozing from a falling stock price and sharks like Citigroup may be gathering.
Regards, dippY

These are my opinions only and no investment advice is intended or given. Always, DYOR.

Really good post DippY22 and identifying some major points both what CitCorp can do and how as well as the best way it can be blocked namely by Management with customer contracts and announcements.

The only inclusion I would add to the above is ..............WHO is Citicorp Nominees ACCUMULATING for? That info would tell all whats going on and of course with a position on the Board likely then the BRN Management definitely know who is the beneficial owner of those 174 million shares is.

Yak52

 

[DingoBorat]

There is certainly a regulation according to which it is sufficient, when they are registered under separate accounts at citigroup

Can you point to the regulation, that allows that?

And hey Yak52, I don't think we have to start worrying about a take over attempt, with "only" 10%?

Although, if they wanted to play real dirty, they could accumulate through separate accounts, with ties to one entity, like when Lion Nathan, tried to take over Coopers.

Coopers, ended up giving them the finger and then a coupla years later, Lion Nathan, got taken over by Kirin

 

[Yak52]

DB it is very serious! And after the AGM issue with PVDM position being voted on , well the dots are joining together. Was that a warning to toe the line?

IF the Market gets wind of this info it may just fix these shorters and this disgusting SP.

Yak52

ASX SHORT info below. Please this is "first hand" info data not third part freebie websites!

BELOW is where to find this info - red ticks are the spot with website info in the red box @ top

Yak52

 

[cassip]

Hi DB, I only know, that Clearstream in some cases appears as a major shareholder, although there are severals holders in the background. There are regulations concerning sharesholder identification, i.e. here:

Shareholder Identification

www.clearstream.com

Sure this could be the case with Citigroup, too.