Australian (ASX) Stock Market Forum

TIH - Tillegrah Limited

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Yeah, could be a good case for negligence for the ASX although ASIC has legislation that allows them to "ignore" some complaints and choose which ones they investigate. Who from ASIC determines whether something is in the public interest?
 
https://www.smh.com.au/business/com...asy-on-suspect-directors-20181116-p50ghv.html


PM Morrison's right hand man lashes ASIC for going easy on suspect directors

By Richard Baker
17 November 2018


Australia’s corporate regulator will not take any action against directors linked to alleged undisclosed share placements, stock price manipulation and misleading statements at an ASX-listed company that caused investors to lose $40 million.

In addition, senior executives from the Australian Securities and Investments Commission have admitted that the regulator may not act even when there is strong evidence to suggest breaches of law, saying aggrieved investors had the option of private litigation.

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BANKING ROYAL COMMISSION
'We're not perfect': Regulators admit mistakes, promise to get tough

Over the past year, as serious concerns emerged about the actions of a handful of LWP’s past directors, a host of federal politicians - including Scott Morrison during his time as treasurer - have raised the company’s problems with ASIC.

ASIC’s senior executive, Warren Day, told a federal parliamentary committee in August the regulator had received information about alleged “insider trading, undisclosed related party transactions, manipulation of the share price… and misleading statements” involving LWP.

The ASX in 2016 queried LWP over breaches of disclosure rules in relation to share placements with shell companies associated with LWP's former chief executive, Sean Corbin, former chairman Siegfried Konig and members of their respective families.

The share placements occurred without LWP seeking shareholder approval and the ASX required all shares acquired through this process to be sold within a month and the proceeds donated to a registered charity.

The ASX also questioned a large share placement arrangement with an external company associated with Mr Konig.

A failed $770,000 investment in an Indian-based joint venture and shares issued to key staff shortly before the joint venture was announced to the market was also raised with ASIC.

Despite the serious allegations, Mr Day has said ASIC will not be pursuing anyone associated with LWP because of a lack of documentary evidence to support proceedings against the persons of interest.

9f5658ebb4a7e06362b6b6261d7b9423cbe8492a.jpg

Mr Corbin, the former chief executive of LWP, went on to found failed Brisbane company Franchise Retail Brands. LWP's former chairman Siegfried Konig was also a founding director of FRB.

FRB went into administration in January. Mr Corbin then registered a new company called Phoenix Franchising Pty Ltd.

Mr Corbin said ASIC's decision not to pursue him and other former LWP directors showed the allegations made being made against them could not be substantiated. He did admit there were some corporate governance issues at LWP during his time there, mostly relating to the placement of shares with adult children.

"There were some minor breaches. We were slapped over the hands and we rectified our corporate governance policy," he said.

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Mr Corbin said he was disappointed Mr Irons had made his comments at the committee hearing without speaking to him or Mr Konig. He also felt confident ASIC would not be taking action in relation to events at FRB.

Mr Konig did not respond to inquiries. He has previously said he personally lost more than $2 million in LWP's downfall.

Mr Day told Senator Hume in writing that ASIC was still assessing allegations of FRB’s “alleged illegal phoenix activity”.
 
....and then they did a share Consolidation while in suspension. Post Consolidation appears to be 29 January 2019. 1 for 2 Consolidation.

WEALTH WARNING: This stock has been subject to a Consolidation in the past and may at some time in the future cause you to lose all your invested capital. Better value elsewhere.
 
This company has been suspended since August 2017, not sure if it will ever trade again.

The directors involved may end up with jail time once all is done and dusted.
 
JimBob said:
This company has been suspended since August 2017, not sure if it will ever trade again.

The directors involved may end up with jail time once all is done and dusted.
Click to expand...

I bet they don't JimBob, some of the stuff these companies get away with is just breathtakingly wrong on so many levels but it is all done under the protection of this or that ASX Listing Rule. It looks like they are trying to blow life into this bit of junk with a share Consolidation, mind you a 1 for 2 is on the more generous side to some I have seen lately, followed by a share placement of millions of shares and a new name.

RESOLUTION 5 – CONSOLIDATION OF CAPITAL ( ie. legally steal half your holding persuant to section 254H of the Corporations act)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital
of the Company be consolidated on the basis that:
(a) every 2 Shares be consolidated into 1 Share; and
(b) every 2 Options be consolidated into 1 Option; and
(c) every 2 Performance Rights be consolidated into 1 Performance Rights
and, where this Consolidation results in a fraction of a Share or an Option or a Performance Right
being held, the Company be authorised to round that fraction up to the nearest whole Share or Option
or Performance Right (as the case may be)."

RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF ORDINARY SHARES – PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company approves
and ratifies the prior issue and allotment of 21,000,000 ordinary fully paid Shares at an issue price of
$0.002 as specified in and on such terms and conditions referred to in, the Explanatory Memorandum
accompanying this Notice.”

RESOLUTION 6 – APPROVAL FOR THE ISSUE OF NOTE CONVERSION SHARES
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purpose of ASX Listing Rule 7.1 and all other purposes, Shareholders grant approval for
the issue of up to 62,500,000 fully paid ordinary shares (Note Conversion Shares) at an issue price
of $0.004 per Share on a post-consolidation basis to professional and sophisticated investors upon
conversion of their Loan Notes to raise funds to meet working capital requirements of the Company”.
RESOLUTION 8 – RELATED PARTY PARTICIPATION IN PLACEMENT – MR DANIEL JOSEPH LANSKEY
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations, ASX Listing Rule 10.11 and for all other
purposes, approval is given for the Company to issue up to 25,000,000 Shares (being Note Conversion
Shares) and up to 25,000,000 free attaching unlisted Options to Mr Daniel Joseph Lanskey (or his
nominee) on the terms and conditions set out in the Explanatory Statement.”
RESOLUTION 9 – RELATED PARTY PARTICIPATION IN PLACEMENT – MR ANDREW NORMAN SPARKE
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations, ASX Listing Rule 10.11 and for all other
purposes, approval is given for the Company to issue up to 25,000,000 Shares (being Note Conversion
Shares) and up to 25,000,000 free attaching unlisted Options to Mr Andrew Norman Sparke (or his
nominee) on the terms and conditions set out in the Explanatory Statement.”
RESOLUTION 10 – RELATED PARTY PARTICIPATION IN PLACEMENT – MR DAVID WALLACE CLARK
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations, ASX Listing Rule 10.11 and for all
other purposes, approval is given for the Company to issue up to 25,000,000 Shares (being Note
Conversion Shares) and up to 25,000,000 free attaching unlisted Options to Mr David Wallace Clark
(or his nominee) on the terms and conditions set out in the Explanatory Statement.”
RESOLUTION 11 – APPROVAL OF 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company
(at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and
on the terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice.”


......and then having done that

RESOLUTION 13 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That in accordance with section 157 of the Corporations Act, the name of the Company change from
LWP Technologies Limited to Tillegrah Limited."

They have a shiny new web site all ready for the name change and bullsh!t. A place for videos as well.....YAY! http://lwptech.com/

.....and then we will have the little folk who pop in for a few posts to tell us what a gem this is and how much money we will make if we buy into their you-beaut story of some health care/EVs/infrastructure related crap or whatever their flavour of the reincarnation is this time. Then Mr. Clarke will design a lovely stairway to heaven and off we go again!

It might be the sweet little Andrew Norman Sparke who has extensive experience in Equity Capital Markets, capital raising and corporate advisory services, who will come and have a chat and tell us how fab it will be this time around under their new name. I wonder what he will call himself?

I will always see you as wee Andy, darling!
andrew-sparke332b.jpg
 
JimBob said:
They also did a 70:1 consolidation a few months ago so effectively a 140:1 consolidation.

The LWP shareholders website is a much better read:
http://lwp.host22.com/
Click to expand...

As I said, legal theft. Those "LWP Shareholders Against Wealth Destruction" are just wasting their time. There are two ways to combat this. First is to change the corporations act, good luck with that one. The second is to make as many people as aware of this immoral, unethical, let's just do a dictionary of adjectives....
amoral, unprincipled, unscrupulous, dishonourable, wrong, dishonest, deceitful, disreputable, unconscionable, fraudulent, dirty, unfair, underhand, devious, slippery, bad, wicked, evil, sinful, iniquitous, corrupt, depraved, villainous;
unprofessional, improper, unseemly, unworthy, negligent; shady, crooked, not cricket;dodgy.......
behaviour by naming and shaming the companies and the people responsible as I am trying to do here. May their crap companies never rise again! We need to all group together and work to destroy these unscrupulous leeches of the markets.

Here is the relevant Corporations Act 2001

CORPORATIONS ACT 2001 - SECT 254H
Resolution to convert shares into larger or smaller number
(1) A company may convert all or any of its shares into a larger or smaller number of shares by resolution passed at a general meeting.

Note: The variation of class rights provisions (sections 246B-246G) may apply to the conversion.

(2) The conversion takes effect on:

(a) the day the resolution is passed; or

(b) a later date specified in the resolution.

(3) Any amount unpaid on shares being converted is to be divided equally among the replacement shares.

(4) The company must lodge a copy of the resolution with ASIC within 1 month after it is passed.

(5) An offence based on subsection (4) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .
 
On January 31st, 2019, LWP Technologies Limited (LWP) changed its name and ASX code to Tillegrah Limited (TIH).
 

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