This post contains the content of my complaint to the ASX, lodged at their opening hours 8.30am Monday morning 4 August 2014, Australian Eastern time. As you will see by the complaint itself, it is my belief that BSP Technologies (effectively Bartercard) has issued and submitted to the ASX a ‘dodgy’ Prospectus not worthy of the basis of securing investment capital.
The whole thing stinks of desperation, opportunism and deception. Until they present the facts I believe that their IPO should be either withdrawn or suspended.
UPDATE: [11 August 2014] After a week of consideration, ASX advises that the complaint does not fit within their jurisdiction. ASIC is the correct complaint department.
ASX has reviewed the matters outlined above. In this case, however, we regret to advise that ASX is not able to take any action in relation to the matters you have raised. The matters you have raised are regulated by the Corporations Act rather than by ASX’s Listing Rules.
You can read the entire reponse.
UPDATE [13 August 2014] I have now lodged a formal complaint to ASIC. The guts of it is:
Misleading, factually incorrect and material information omitted from the BPS Prospectus.
[There is] corruption and dubious validity behind the secret deal referred to in the Prospectus between IRTA and Bartercard. The Director is quoted as saying that this agreement was the prime reason upon which he decided to go public. It is in enormous doubt.
There are no copies of the critical agreements between any related party in the Prospectus – neither between any of the vendors, the Directors, the old companies, the new companies or their primary business partner IRTA. It is not possible to obtain these from public (Internet) sources.
The figures in the Prospectus are materially misleading omitting some $100m in liability to the Bartercard Members going back over 20 years. I am aware of deliberate attempts to conceal trading with offshore entities specifically established to avoid taxation and to hide debt.
I am aware of a steady decline of the company in all measurable aspects for the last 5 years straight.
Projections are not just overstated, they are so grossly overstated that it is a laughing matter in the industry.
As you will see in my blogging I believe that this Prospectus and the associated IPO is an immoral asset strip of the company to the disadvantage of their Members, the minor shareholders for personal gain and funded from the public on the basis of highly sub-standard information not worthy of public listing on the ASX.
I can’t see how this Prospectus meets basic ASX listing standards
You can read ASICs [awfully laid-out] digital confirmation of my online complaint.
UPDATE [26 August 2014] ASIC has bumped my complaint to a “specialist team responsible for considering disclosure documentation”
Read ASIC’s update letter.
Before I get into the complaint proper I wish to state my position, yet again, in regards to Bartercard and to explain my actions complaining about their dodgy Prospectus, and at the first available opportunity.
- I would actually invest if they accepted their own Trade Dollars for the shares. Doing this would prove that they believe in their own currency.
- I am not a part of Bartercard nor any competing Trade Exchange and have no financial interests in the company or their competitors. I do not work for or on behalf of any of them to ‘get’ at Bartercard.
- I established an international floating currency (Club Credits) that is its embryonic stage and could possibly be seen to be a competing currency some time in the future but it could also be seen as an opportunity, depending on your point of view whether the glass is half full or half empty.
- I have funds of $4,000.00 USD in a Bartercard Gift Voucher account.
- As a Bartercard member, I took Bartercard NZ to court some years back over a small matter of principle and won.
- They cancelled my account and then attempted [unsuccessfully] to obtain a Court Injunction against me accepting Gift Vouchers from their members.
- The sued me personally and my company. I defended myself and essentially won.
- A scheduled hearing for 3 days in the High Court of Auckland finished after one and a half hours when the judge told their lawyer (A Mr Jon Olphert from Rotorua) that he had misrepresented the true situation and didn’t have a case.
- We settled out of court with a simple agreement and while Bartercard were a little titchy in the past about it I have certainly honoured that agreement to this day.
- I have no interest in ‘taking Bartercard down’ BUT if I am aware of deception, especially if it affects the smaller guy, then I will do what I can to deal with it. I believe that their IPO is flawed in concept (I’ve blogged about that already) but that is simply a business risk/analysis matter and my opinion. When it omits critical information and contains misleading or actually false information however, then I will (and have taken) the bull by the horns. The ASX should suspend the IPO process forthwith, give everyone a good chance to dig into my claims (and the many other issues arising) and then perhaps give it another go. If they want help to put any new offering through the microscope then I’d be delighted to help them get it ‘clean’ before they embarras themselves again. At the moment I believe it is a ‘dirty’ document and not worthy of an IPO in Australia.
- I have no issue with any individual personally and will be happy to speak with, drink a beer with or engage with any of the individuals directly. I doubt they would reciprocate but that’s their call!
- Everyone has a full right-of-reply on this blog, but of course I reserve the right to have the final word.
Here’s the complaint I lodged this morning:
Last week BSP Technologies released a Prospectus with the intent to list their company on the ASX within a very short timeframe. Their Prospectus contains factually incorrect and incomplete information, information material to a correct valuation of the company and its projections. I believe that there are many errors and distortions contained in the Prospectus however two easy to verify issues of concern are that:
- Validation of the core endorsement from IRTA (The International Reciprocal Trade Association) that is referred to extensively throughout the Prospectus (and according to Trevor Dietz was THE reason that they decided to list on the ASX*) is SIMPLY NOT VERIFIABLE by any other source than the words of their prospectus. There is no copy of the agreement nor any auditor’s or independent third party confirmation that the agreement exists or what it entails. Incredibly, the validity of this supposed agreement is actually in serious doubt! IRTA has neither announced this exclusive endorsement** NOR responded to direct questions contained within my two blog posts*** in which I identify my serious concerns. I understand that IRTA will be conducting an Emergency Board Meeting today to discuss this matter following my blogging thus lending support to my contention that not only is this agreement unverifiable, but that it is actually NOT RELIABLE and therefore unsuitable to be a central plank in the Prospectus of a company seeking multiple millions in an IPO.
- Secondly, the Prospectus makes no mention of Bartercard’s current trade liabilities to the Bartercard members, let alone identifies this figure previously detailed in the Bartercard accounts as a VERY substantial liability. This information (both the existence of the liability and the value of it) appears to be deliberately omitted from the Prospectus, for if known it is unlikely that any such informed potential investor would invest.
There is more deceptive wording and highly contentious material included in the Prospectus that would have a material affect on a potential investor’s accurate assessment of the investment opportunity. I am led to believe also that they may have offered shares to Bartercard members allowing them to use their Bartercard Trade Dollars yet they have not mentioned this in their Prospectus. Put simply, I believe the Prospectus is clearly ‘dodgy’ and not worthy of presentation to the public in its current form.
* In an article entitled “BPS Technology CEO: Why I decided to list the company I’ve been with for 20 years”, Trevor Dietz is quoted, “Dietz says the opportunity to go public arose when the company was approached by the International Reciprocal Trade Association to make its Bartercard technology available to the rest of the world.” and then he is direct-quoted as saying, “They said, ‘if you do, we’ll endorse you solely as the providers of this technology globally’.” (http://www.smartcompany.com.au/growth/43020-bps-technology-ceo-why-i-decided-to-list-the-company-i-ve-been-with-for-20-years.html#)
** The IRTA website contains not one mention of this revolutionary, stunning, exclusive endorsement. (http://www.irta.com/)
*** In my first post I detail the structural flaws in the content and claims in the Prospectus (http://www.dennis.co.nz/2014/07/bartercard-wants-to-list/)
In my second post I explore factually incorrect information contained in the Prospectus and give some of the reasons why I believe that the company should not list with the current Prospectus as the basis for the IPO (http://www.dennis.co.nz/2014/08/bartercard-should-not-list/)
Feel free to peruse the actual PDF of the complaint (145k PDF)