# HML - Henry Morgan



## System (11 October 2015)

On successful completion of the IPO and admission to the Official List, Henry Morgan Limited will be a listed investment company seeking to achieve moderate to high portfolio returns over the medium to long-term through investment in global markets through products including equity market indices, currency, commodities, equities and fixed income derivatives.

The Company will provide investors with the opportunity to invest in an actively managed Portfolio and to gain exposure to the investment management experience and expertise of the Manager.

The Company's investments will be limited to deeply liquid, high volume global markets to enable ease of entry and exit of positions.

It is anticipated that HML will list on the ASX during November 2015.

http://www.henrymorgan.com.au


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## pixel (27 January 2017)

The 20c dividend caught my attention last week. Seemed worth a punt when buyers moved in after the gap-up. My greedy side says "Should've bought in November", but $1.54 still offers some reasonable profit margin - with or without 20c dividend.


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## pixel (27 January 2017)

If I'm reading the announcements correctly, the special dividend is calculated on the assumption of full dilution, i.e. all options to be exercised, adding $1 each to the cash balance. If NOT all options are exercised in time, the Special could be even higher.


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## oilleak (28 January 2017)

pixel said:


> If I'm reading the announcements correctly, the special dividend is calculated on the assumption of full dilution, i.e. all options to be exercised, adding $1 each to the cash balance. If NOT all options are exercised in time, the Special could be even higher.
> 
> View attachment 69707



Franking could be higher .


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## pixel (28 January 2017)

oilleak said:


> Franking could be higher .



The Special Dividend component will effectively be a capital return, most if not all of it likely to come from exercised options. No company tax will have been paid on that money, which is why there won't be an imputation credit attached to it.
The profit component of 7.6cps is fully franked. At a sp around $1.60, that's still 4.75% plus franking. IMHO definitely worth looking at.


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## oilleak (22 February 2017)

pixel said:


> The Special Dividend component will effectively be a capital return, most if not all of it likely to come from exercised options. No company tax will have been paid on that money, which is why there won't be an imputation credit attached to it.
> The profit component of 7.6cps is fully franked. At a sp around $1.60, that's still 4.75% plus franking. IMHO definitely worth looking at.




Nice Franking level


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## pixel (22 February 2017)

Nice fillip: 
they've upgraded it today to 70% - days after the Record Day


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## oilleak (22 February 2017)

pixel said:


> Nice fillip:
> they've upgraded it today to 70% - days after the Record Day




Waiting to see how many HMLO's got exercised maybe ?


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## pixel (22 February 2017)

oilleak said:


> Waiting to see how many HMLO's got exercised maybe ?



They had to wait - and it appears there were a lot oppies left unexercised. 5,887,614 in fact.
I can't quite understand those holders: For $1 spent, they'd have received 20c back immediately and Franking Credits to boot. OK, that would create a Tax problem in July for people in the top bracket where the marginal rate exceeds 30%.


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## skc (8 June 2017)

Interesting development..

The latest attempt by these pirates to issue bonus option has been blocked by the ASIC. No details are available but this company is best treated with the utmost caution.  Here are just some of the unusual things that are happening:

- All NTA announcements are based on "internal valuation" of unlisted companies. HML claims the unlisted entities are worth $43.7m on investments of $10.6m.
- If unlisted investments are calculated at cost, the NTA falls to $1.12 (as of 26 May). 
- All unlisted investments were acquired/created in the last 12 months, whilst most co-investors are related parties.
- Acquiring a typical broking firm and some FX kiosks then calling it a FinTech firm might be cute/ambitious. However, investors need to ask themselves whether they are happy to pay a silly multiple for something that's totally opaque.
- Declaring special dividends so option holders are enticed to exercise is a sneaky way of pillaging more cash.
- Who are the IPO investors in HML? How much of it was real 3rd party money vs insiders under the guise of various entities?

DYOR carefully.


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## McLovin (8 June 2017)

skc said:


> Interesting development..
> 
> The latest attempt by these pirates to issue bonus option has been blocked by the ASIC. No details are available but this company is best treated with the utmost caution.  Here are just some of the unusual things that are happening:
> 
> ...




Good to see ASIC are having a look at these guys. The NTA calculation is hilarious. In December using their internal "proposed estimate" (wtf???) it was $1.98. Then at the half year, the audited number in the report was $1.15. Then in January, back to the "proposed estimate" and it's $2.08. So clearly the auditor isn't signing off on whatever valuation they are internally generating on their assets.

 The prospectus talked up how good the IM is at trading financial markets, but 12 months later the largest investment, and the source of the NTA uplift has been from unlisted retail fx business. And they don't even say how much of that business HML owns. They also have some investment with a Korean food company.

I'd be extremely wary of putting any money in with these guys.


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## pixel (8 June 2017)

Thanks Mac and skc 
seems I've been lucky only trading the chart and getting away with it.
Any idea where these guys are domiciled? Gold Coast maybe?


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## skc (8 June 2017)

pixel said:


> Thanks Mac and skc
> seems I've been lucky only trading the chart and getting away with it.
> Any idea where these guys are domiciled? Gold Coast maybe?




John Bridgeman is the investment manager listed on NSX. I am guessing HML operates out of here as well.
https://www.commercialrealestate.co...e-themed-office-has-hidden-door-but-no-plank/

And this is the registered office of their unlisted $44m unlisted companies.


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## McLovin (8 June 2017)

skc said:


> John Bridgeman is the investment manager listed on NSX. I am guessing HML operates out of here as well.
> https://www.commercialrealestate.co...e-themed-office-has-hidden-door-but-no-plank/




What sort of start-up "hedge fund" brags about their office fit-out and bringing in furniture from Ralph Lauren in London.



> The office doesn’t fully embrace the lavish, gold-obsessed world of pirates entirely, Mr Elderfield said.
> 
> “*We made sure that the space was built to the utmost luxury* but at the same time was quiet, reserved and refined,” he said.
> 
> ...




Sounds like a great use of shareholder funds.


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## skc (8 June 2017)

McLovin said:


> What sort of start-up "hedge fund" brags about their office fit-out and bringing in furniture from Ralph Lauren in London.




Well since no one has done any research on how pirate-themed fitout can impact investment performance... may be it matters. Just teeny tiny bit may be.



McLovin said:


> Sounds like a great use of shareholder funds.




Well at least the Ralph Lauren furniture is a tangible asset... they should worth something in the worst case scenario. Not too sure about the rest of the shareholder funds.


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## skc (6 July 2017)

One month on, and HML is still suspended pending ASIC issues with their bonus options prospectus. Meanwhile, ASX is onto HML about related party transactions. HML wrote a lengthy response about why one of the transactions proposed are not related parties...  

So JB Financial (JBFG) wants to acquire a company called RSM (Risk and Security Management Ltd), which is 62% owned by Bartholomew Roberts Ltd (BRL).

JBFG shareholders are:
Henry Morgan Limited  = 21.2%
Bartholomew Roberts Ltd = 35.03%
John Bridgeman Ltd = ~24.7% (this could be out of date).
Henry Avery Partners Ltd = 9.5%

TOTAL held by pirate entities = 90.4%. So there is no doubt that JBFG is controlled by pirates.

Bartholomew Roberts Ltd (BRL) is in turn owned by:
Henry Morgan Limited = 37.3%
John Bridgeman Limited = 44.53%

TOTAL controlled by pirate entities = 81.8%. So there is no doubt that BRL is controlled by pirates.

And the CEO and founder of all these pirate companies are:
Henry Morgan Ltd = Stuart McAuliffe
Bartholomew Roberts Ltd = Stuart McAuliffe
John Bridgeman Ltd = Stuart McAuliffe
Henry Avery Partners Ltd = Stuart McAuliffe

So a company owned 90.4% by related parties ran by the same guy, wants to acquire a company 62% owned by a company that is 81.8% owned by related parties ran by the same guy, and it's not a fking related party transaction?! Seriously?!?! What rational person can possibly agree with that conclusion?

The transaction was to acquire RSM for $34m in JBFG stock... I suspect it is just a way to "establish" the value of JBFG stock to suit HML's NTA announcements. It's all quite unbelievably comically if the ASX's own integrity isn't at stake. Let's see whether ASX accept their response or take it further.

P.S. This issue is separate from the stock's suspension which is an ASIC matter.


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## McLovin (7 July 2017)

skc said:


> The transaction was to acquire RSM for $34m in JBFG stock... I suspect it is just a way to "establish" the value of JBFG stock to suit HML's NTA announcements. It's all quite unbelievably comically if the ASX's own integrity isn't at stake. Let's see whether ASX accept their response or take it further.




The tone of the questions from the ASX lead me to think that they know this stinks of week old fish. The only thing HML can do now to show it is legitimate is have an outside valuation done of its business. It will not do that because the music will stop. 

I expect when this comes back it will trade at less than its audited NTA...$1.15. If the ASX lets it continue to publish its BS NTA figures then as you say the integrity of the ASX is in question.

This pic sums it up. A dog...and a pirate!


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## skc (15 August 2017)

Finally... HML made a long announcement addressing the ASIC issues. It's a long piece but I think it makes for great reading... because it's simply hilarious.

Every single paragraph can be best summed up as "Oh about that... we lied". There were lies about operations, revenue, profits, expansion plans, employee numbers and even dates. It's truely unbelievable. How did HML think it was ever going to get away with making all these lies on the ASX, in the public arena?

ASIC is being gentle by calling these statements "misleading". It's simply fraud in plain sight. This company should be delisted and those who made the announcements should be thrown into jail.


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## McLovin (15 August 2017)

Hilarious. I can't wait to see this BDO report on John Bridgeman.


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## McLovin (15 August 2017)

skc said:


> How did HML think it was ever going to get away with making all these lies on the ASX, in the public arena?




I agree on this. Most guys like this try and keep a low profile. These guys did the total opposite. They pumped themselves up through the AFR (who should have done better to sniff this out!) and even got involved in the HHL saga earlier in the year. That was bound to have other fund managers sniffing around their books, who probably tipped off ASIC. The whole operation was so over the top, it's almost like they wanted to be caught.

But seriously, AFR....



> That is something that has been a guiding principle for an Australian hedge fund manager who burst on to the scene in 2016 with a return of just over 100 per cent.
> 
> 
> Stuart McAuliffe is one of those larger-than-life characters who has managed to hide his light under a bushel despite claiming to be one of the largest foreign exchange traders in Australia.
> ...






http://www.afr.com/brand/chanticlee...victims-of-2016-20170106-gtnaks#ixzz4poxPfTlL

I guess it was early January, and the journo was on holiday leave.


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## skc (15 August 2017)

McLovin said:


> I agree on this. Most guys like this try and keep a low profile. These guys did the total opposite. They pumped themselves up through the AFR (who should have done better to sniff this out!) and even got involved in the HHL saga earlier in the year. That was bound to have other fund managers sniffing around their books, who probably tipped off ASIC. The whole operation was so over the top, it's almost like they wanted to be caught.




Yeah I could never figure out their end game. Did they think they can bundle some fringe financial companies together and flock off JB Financial in a real public IPO (i.e. IPO not backed by their own insider money)? Or were they going to attract more funds other new listed entities and then steal the money and exile on their pirate ships? Just bizarre. 



McLovin said:


> But seriously, AFR....
> 
> I guess it was early January, and the journo was on holiday leave.




I can't wait to see how much money they actually made with their trading and global calls. My guess is fk all given how busy they were decorating their office with pirate themes and making up $hit.


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## McLovin (16 August 2017)

skc said:


> I can't wait to see how much money they actually made with their trading and global calls. My guess is fk all given how busy they were decorating their office with pirate themes and making up $hit.




Wouldn't that just be the NTA that the auditor signed off on. I mean they basically made some big swings on binary outcomes and they were right. Had it gone wrong it didn't really matter because they had the BS "proposed estimate" (I still LOL at that) of NTA to fall back on.


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## skc (16 August 2017)

McLovin said:


> Wouldn't that just be the NTA that the auditor signed off on. I mean they basically made some big swings on binary outcomes and they were right. Had it gone wrong it didn't really matter because they had the BS "proposed estimate" (I still LOL at that) of NTA to fall back on.




May be... but given the dodgy stuff they are doing, I put the probability of them actually trading anything to be low.

Most of the funds within the entity are insider money, so if they are not competent traders (a reasonable guess - if they were they'd be trading and not doing these unlisted revaluation fraud) they wouldn't just take random bets on global events, using their own money.

The half year report showed some profit but may be they could have closed profitable positions while keeping losses open and calling them hold to maturity or something like that? 

We will soon find out.


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## galumay (16 August 2017)

Well that was an entertaining couple of pages of reading, I had never heard of HML previously. I shall await further instalments from you guys!

(You didnt just make all this up as some sort of ASF in joke, did you??)


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## ansgar (25 August 2017)

There's many defenders of the pirate crew... Even some people willing to invest in the JBFG IPO!


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## McLovin (26 August 2017)

ansgar said:


> There's many defenders of the pirate crew... Even some people willing to invest in the JBFG IPO!




The threads on HC about this are like a Monty Python sketch.


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## McLovin (30 August 2017)

I give these guys full marks for audacity. They have ASIC crawling all over them, they've been suspended for months, but they're still up for buying the franchise to an aviation themed chicken wing restaurant. It has the usual complex accounting to go with it. The master franchise, Birdzz, will pay US$1.1m to the brand owner Wingstop as a license fee. Of course Birdzz (which is wholly owned by Bartholomew Roberts Ltd – which is unlisted) doesn't have any money, and apparently neither does BRL, so they will issue a convertible note to JBL that converts or redeems in a year.

If BRL doesn't have any money, then why doesn't JBL, or HML just acquire the franchise rights. What is the point of the unlisted BRL or its subsidiary being involved in the transaction?  I'm fairly confident that when the note becomes due it will be converted for shares in Birdzz, not redeemed for cash.


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## galumay (30 August 2017)

Now I am sure you are just making it all up McLovin!


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## skc (30 August 2017)

galumay said:


> Now I am sure you are just making it all up McLovin!




You are aware that there are only a few individuals in this world who can claim to be an expert in trading global markets, managing fin techs AND know everything about fast food industry.



> “This is a very exciting project for our food and beverage team. The chicken category is still to some degree under-served in Australia, and *our research indicates *that Wingstop’s proven success can be replicated in Australia and New Zealand. We have undertaken due diligence and planning over the last year to maximize this opportunity. The team’s burgeoning food and beverage management experience combined with its established real estate skills and financial management, places us in a strong position to rapidly expand the Wingstop brand”.




Quote from Stuart McAuliffe... captain of pirate gang and every industry on earth.


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## McLovin (6 September 2017)

skc said:


> You are aware that there are only a few individuals in this world who can claim to be an expert in trading global markets, managing fin techs AND know everything about fast food industry.




You can hear the man explaining all.


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## padman (15 November 2017)

Very interesting read ->
http://www.10footinvestor.com/tag/hml/

I can't believe how no action has been taken yet.


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## greggles (19 June 2018)

Henry Morgan not permitted to issue reduced content prospectus. 

https://asic.gov.au/about-asic/medi...ed-from-issuing-a-reduced-content-prospectus/



> Tuesday 19 June 2018
> 
> *18-179MR ASIC restricts Henry Morgan Limited from issuing a reduced content prospectus*
> 
> ...


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## McLovin (19 June 2018)

This company has been suspended for over 12 months. They shouldn't be allowed to raise money from retail investors, period.


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## greggles (19 June 2018)

McLovin said:


> This company has been suspended for over 12 months. They shouldn't be allowed to raise money from retail investors, period.



Do you think HML will ever re-list? I can't quite figure out what they're up to. The back and forth between HML and the ASX in four installments between March and May this year is some of the most bizarre correspondence I've seen in that context.

I don't get the pirate thing either. Henry Morgan. Bartholomew Roberts. WTF?


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## McLovin (20 June 2018)

greggles said:


> Do you think HML will ever re-list? I can't quite figure out what they're up to.




Probably not. Just look at the please explain that the ASX sent to the HML yesterday. And this morning the terms for what is basically a related party transaction are released. In May HML said it was to receive $79.16m made up of $67.16m in cash and the rest as a convertible note for the sale of JB Financial to JBH. Today the terms are actually that JBH will issue a put option to HML that can be exercised at any time in the next five years for $67.16m (so probably never) and a $12m convertible note paying 4.1%. Quite a different scenario. You can connect the dots.


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## greggles (22 June 2018)

McLovin said:


> Probably not.




They certainly get points for trying though.


> 21 June 2018
> Update – Request to lift voluntary suspension
> 
> Following release of the results of the NTA Review and its response to subsequent ASX queries, the Company submitted a request to lift the voluntary suspension of trading in its securities on Tuesday, 19 June 2018.
> ...




I'm looking forward to the ASX's response.


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## greggles (5 July 2018)

The ASX is still playing hardball with HML. No dice.


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