Replies to post #135377 on Sino Agro Food Inc (fka SIAF)

[Mr. Fister]

Maybe the extra dilution will be compensated by the (possible) increase in the megafarm ? The trw-partners should also be responsible for this

[ks1977]

You are draining my energy levels

Sorry, but this really pisses me of and I don't think it's legal.

We were supposed to be protected vs dilution. Instead we learn that - instead of giving the dividend - they diluted us with 20% at 10% of book...

Also, the deal with D'Alessandro shows that Solomon will dilute at any discount - the interest of 320k shares alone is twice the value of the loan when we apply book value (not a complete fair comparison, but it shows that shares is indeed is toilet-paper to Solomon) - for an estimated time of 4 months...

Disregard the toxic part of the DS'Alessandro-loan, then BEST CASE Solomon is willing to dilute us with another 10% (3 million shares) at 5% of book (320k shares + 4MUSD/1.5$ = 3 million shares for a totalt of 4MUSD). That gives 8 million shares in 2017, but in the 10-K they don't show up as dilution in 2017.

They reported it right after the 10-K

That is sort of my point; disclose it after it is known in the 10-K, not immediately which is required. Also, if they say the deal was done in July, they should have reported it back then according to the rules on Merkur IMO.

Actually there is a section in the 10-K that adresses lawsuits. You should check it out

I did, that’s why I commented it – the 10-Q (Q2) states that «As of June 30, 2017 and December 31, 2016, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated balance sheets, consolidated statements of income and other comprehensive income or consolidated statements of cash flows» and BAM 17 days later we are diluted with 20%... And no, I don’t buy that the deal was a good one for us.

The ECAB deal was settled. Simple as that

I’ll have to respectfully disagree with you in the «simple as that».

Well, I disagree

(regarding my comment that there should be enough dirt here to kick SIAF out of Merkur)
Then I would suggest that you read the obligations SIAF has being admitted to trade on Merkur https://www.oslobors.no/ob_eng/Oslo-Boers/Regulations/The-Issuer-Rules (the link under the section «The Merkur Market Rules»). Some points from a quick scan;

3.2 Information – se point 2; suggestions for the board shall be communicated immediately, for instance for the allowance to increase OS. What happened to the 50 million shares? I can’t remember having heard anything about that BEFORE it happened. And point 7 – change in the BOD. Were Yap’s departure announced immediately?

4.7 Financial calendar – changes shall be reported immediately. Are they, or do we have to check SIAFs homepage for the automatic delay? (this last time they managed to though)

8.2 AGM – Screw the annual part of the GM, what about the requirement that ALL shareholders shall be invited? No «oh, btw, we had an AGM and here is what we decided». The a-shares doesn’t matter, all shareholders have the right to attend. The number one right for a shareholder in Norway...

9.4 Notification in OS – this is one of the points Fredly adressed and that SIAF breached all 2016 and 2017. They have tried to adhere to this in 2018, but failed with the last one (let's see if they manage to adhere to it after yesterday's increase). The requirement is immediately. Oh, and point 4 – before new shares from foreign companies is traded, the company shall declare that the shares are valid etc – how many times have we seen the OS on Merkur increase, and how many times have SIAF issued a statement of the new shares being valid? (or are all these cases just retail transferring shares from OTC to Merkur?)

PS. I see that Fredly made an impression. In the 10-K SIAF stated that they didn’t have to declare the missing details of the toxic loans (which they earlier have stated that was taken AFTER being admitted to Merkur, which is wrong) because they used existing treasure stock to secure it. You don’t want to cross the line between BS and lies, Solomon... Also, the D'Alessandro-loan is potentially way more dangerous than the other toxic loans (cfr Fredly and that the loan should not be allowed to be taken because it's to dangerous, and at the very least it is a material event - instead they refuse to PR it and wham us with it in the 10-K).

I hope that the pressure is on

Yes, it seems so, but parts of the damage is already done. The question now is whether we can avoid any more damage. This time I’m actually worried :-( Hence I hope that Fredly will force Solomon's hand.

They didn't say we would get 0.85 shares

True, but they did say that we would get 18.3% and we knew the OS. They also stated that the collateral shares would not get dividend shares (and later that they had to return them), so the math was easy – especially when they stated this so close to the expected dividend itself. Surely we shouldn't expect a 20% dilution between the news of 18.3% being distributed in 2-3 months and the actual distribution! I have to go with Fredly on this one. And it doesn’t help that we learn about the dilution 9 months later either.