2. Information Memorandum (I.M.)
Here are some examples:
2.1.-did your I.M. attempt to disqualify themselves from all responsibilities for what was contained in the I.M. information supplied, ASIC, needs to investigate this, why have a I.M.?
2.2.-did the IM offered as an Equity investment?
Cambridge Dictionary “"Equity -the situation in which everyone is treated fairly according to their needs and no group of people is given special treatment “
2.3.-did your I.M. talk about Securities?
2.4.-did they deliver on their promised ROI?
2.5.-did they deliver on their promised IRR?
2.6.-did they, as per the EQUITY INVESTMENT requirements of the Corporations Act 2001 perform their duties accordingly?
2.7.-was the I.M. confusing and complicated in its wording?
2.8.- was it a loan or a debt investment?
2.9.- were management fees disclosed?
2.10-if notes are issued, voting rights are attached to those notes. ASIC approval needs to have to be obtained, when voting rights are withdrawn.
2.11.-if share and note certificates are issued by a company that one invested in initially, re-issuing them through another company during term of the investment, requires that a notification be issued to the initial share and noteholders investing.
2.12.-Were S.I. ever informed of what surpluses that occurred as per the I.M.?
2.13.-I.M. saying the funds were for the BUYING of the land = EQUITY
2.14.-I.M. mentions “return to investors “-reads and means the participation in the profits = EQUITY
2.15.-I.M. for the EQUITY INVESTMENT mentions AUDITED did the S.I. ever receive audited results during the term of the investment or on its completion?
2.16.-I.M. wording and meaning of words used:
Purchasing of land / Property
Securities
Investment/Investors
Development and sale
Returns
Shares and Notes
Dividends
Profit Share
Gross earnings share
Budget
Audited figures
All the above words above were used in the Information Memorandum on one investment, some over 25 times, this strongly points to an EQUITY INVESTMENT in a accountant’s mind.
2.17.-The Executive Summary provided with an Equity investment opportunity from a Property Syndicate (P.S.)- Offered after the capital repayment and a GROSS of 15% p.a. (per Annum) this GROSS return was also mentioned in the I.M. of the same investment -but the Gross return, final payment was not received and needs to be investigated as to why not?
2.18.1.-Was the S.I. made aware that certain type of shares (B Class, Ord, Preference shares ……), were issued to Related Parties of the directors of the P.S.
2.18.2.-These” related party” shares were issued by the investment company created that the S.I. had equity in, they were issued just before the I.M. was released or during the course of the I.M. being released.
2.18.3.-Was the S.I. aware that these” related party“shares were not mentioned in the I.M.
2.18.4.-Was the S.I. made aware of what “rights” were attached to these shares.
2.18.5.-There are 10 other P.S. COMPANIES that an investor (S.I.) invested in, where "related parties” have now have been identified and were issued different “class” shares but these were not mentioned in the I.M.
2.18.6.-Was the S.I. aware that these shares transferred, sold, or whatever rights were attached, to the P.S. main company before the project was fully completed and the S.I. received their “payout“in some cases.
2.18.7.-The above related party shares were Bought/absorbed or whatever other rights attached to the shares, 2 years (approx.) before the final payout. The next investment summary of this particular equity investment suddenly reports a 26% decrease in the expected ROI?
2.18.8.-In one S.I. investment 12 Ord shares 12 redeemable preference shares were issued to two investing companies this EXACTLY mirrored the shares that were issued to the Directors “related party “companies of the P.S. (not disclosed in the I.M.)
The question is :-
-did these 2 companies read one of the two Company constitutions!! and discover 12 Redeem shares ,12 Ord shares ,on the ASIC Info and demand the same ,rights / dividends that the “related party” company’s enjoyed ?
- did the 2 Companies and the P.S. ‘‘related party’’ receive a better payout and dividend at the expense of the return promised to the S.I. (Read 3.6. and 3.7.)
2.19. -The Directors in one case say they” own “ the company that the S.I. has equity in , no details were given of this ownership in the I.M .Also clearly a case of a Conflict of Interest
2.20. -The Companies Constitution -Corporations Act 2001 -4.1c-Chapter5c -did the P.S. comply with the issuing of notes ???
2.21. - Did the P.S. make the Companies constitution readily available, were there two different Constitutions. One at the ASIC registered office/accountants, and one at P.S. head office for viewing??
2.22.-When making queries as to certain criteria had not been met as per the I.M. such as undisclosed share issues ,normal investment and returns that have not been achieved, profit distribution , the P.S. Company, Its appointed employees and its Directors have failed to act or even acknowledge the e mails and registered letters
2.23.The I.M. in one case, it specifically mentioned that audit funds had been removed/paid so as the S.I. would receive a final audit .Yet the P.S. will not or cannot give these audited financial results to the S.I. even though they have been told that the I.M. of the P.S stated this. These results have salient information on the investment for the S.I.
2.24. Best Legal Definition of Fraud: - Fraud is the voluntary transfer of something of value by deceit.
2.25. The P.S executive summary:- uses the term pari -passu to ALL the equity holders in the investment, there were 3 mentioned, But the main company that the S.I. and investors were involved were treated as lenders to the project in the final payout This change in the investment was made without consultation, meetings, and voting on the issue.
Please add further examples that you have experienced by clicking on this link and name the company and the investment you were involved in.