George Busfield
Field House
59 Stafford Road,
Stone,
Staffordshire
ST15 0HE
06 JUNE 2019
WITHOUT PREJUDICE
CONFIDENTIAL
All,
RE: Without Prejudice Discussions re RAN, JET, JETS, TTN, RANsquawk, Talking-Forex and associated matters
As explained by my related email today and as to which this letter is attached, please find herein an informal initial follow up
response with thoughts from myself on the matters as raised in such email chain and as indicated above. As in
I aim to try and help proactively and objectively support progress to try and secure resolution(s) to these related matters. This is
my initial “brain dump” sharing accordingly.
As was provisionally agreed, it includes an overview of recent related correspondence(s) and the meeting of 03-06-19, plus some
thoughts / ideas for resolution(s) together with a brief summary of the practical actions as are now required to both support / enable
the finalisation of any such resolution(s) as may be agreed and/or as are required in the interests and duties of the companies'
regardless - e.g. for finalisation and filing of companies' accounts and completion of actions required for companies' audit(s) etc
and such forth.
SUMMARY OF RECENT CORRESPONDENCE & THE MEETING MONDAY 03-06-19:
> Ultimately, is apparent that there is a disagreement between MP/CP and AV/CB/AV et all in the shareholdings that are
equitably due to these parties in JET(S) and TTN (and thus indirectly in the assets thereto and the trading business therein owned
including "RANsquawk and Talking Forex").
> In addition, it is apparent there is a parallel discontent between these parties, regarding these company(s)' financials and the
management / running of these entities also.
> There is also a priority desire by MP & CP to seek resolution(s) such as secure definitive separation(s), on all matters and
ownerships, from any CB, AV, GB et al associated parties; this is not reciprocated, but is duly noted as a key factor likely as to
facilitate and/or enable resolution(s).
> Thus, it was suggested that an outline of ideas / thoughts to date, as may enable resolution(s), and/or as may indicate the
evolution of these entities regardless, now be shared between the parties - ideally so to give all parties the best prospects of
resolution(s) and value realisation(s) in these matters.
> Accordingly, such ideas / thoughts, as best aware of at this date, but as are embryonic and inevitably not exhaustive in their
detailing, are now summarised below.
> All additional ideas, and any feedback / supplementary thoughts / input by any parties would be welcomed - however "left
field", "random" or "bizarre" they may seem. As AV defined, these without discussions are to enable such opportunity, and we
do not have all the answers.
SUMMARY OF POTENTIAL SCENARIOS IDENTIFIED TO DATE AS MAY ENABLE RESOLUTION(S)
1. The company(s) resolve current actions, challenges, etc - as regarding accounts, cashflow, HMRC, HR, operating model and
otherwise, under existing Shareholder ownership(s) (as are to be agreed); all parties and shareholders duly proceed to work
together with best endeavours for the business and to secure a strategy, business operating model, and foundations for future
prosperity. HOWEVER, it is noted this scenario does not satisfy MP/CP priority wish above - i.e. a solution where MP/CP are
in distinct isolation to all other parties going forward.
2. The company(s) and related parties look to "wind-up" the company(s) as may be appropriate, and as may require / benefit
from (in some or all parts) actions consistent with those inferred in "1" or otherwise. All parties then proceed as they deem fit in
all regards and as believed not fully clarified or clear at this point.
3. CB/AV/GB buyout all CP/MP agreed shareholding(s), again as is agreed between parties as necessary, for a price of £X, and
then CB/AV/GB et al related parties proceed to progress the entities and businesses as they so wish.
4. CP/MP buyout all CB/AV/GB shareholding(s), for a price of £Y, and then CP/MP progress the entities and businesses as so
wish. NOTING IN SUCH A SCENARIO, AS DISCUSSED, LIKELY CB/AV/GB WOULD REQUIRE AGREEMENT TO
FOLLOWING TERMS:
(note = given short time period to consider this is initial view only, common sense on details to prevail, where reference/inference
is made to any company(s) this is to include any future entity as may develop or acquire relevant businesses etc - i.e. all and any
"dodgy" attempts to circumvent the sentiment of this deal and/or scenario is of course to assumed to be extinguished via final
legal documentation; and / but this is to be reciprocal to both sides - i.e. integrity/decency and sentiment is to be inherent, assured
and assumed to be secured by legal contracts in any case - CB/AV/GB et all parties as stated would wish to honour the same
accordingly).
a) Payment of £Y as indicated above - as is to be quantified.
b) Payment of £Z for all assets owned by CB/AV/GB and/or GCV LTD "GCV" as related to any and all of the aforesaid
Companies' and/or trading businesses. Or provision of similar thereto (relates primarily to PCs etc).
c) Assurance any and all liabilities and / or costs associated with any of the entities, companies and/or individuals as
appropriate are to be absolutely and entirely indemnified and covered by the business and underwritten by CP/MP post
signatures to any such deal under this scenario.
d) Assurance no legal action (civil or criminal) may ever be initiated, pursued, or supported by any CP/MP related party.
And in any such eventuality the companies/businesses/CP/MP to be liable for all related costs absolutely. (Such to be
reciprocated by CB/AV/GB & related parties - subject to exclusion of any legal actions as may be incurred by no fault or
instigation of CB/AV/GB et al parties - i.e. where such have nothing to do with any such event).
e) Agreed press release to be made by all parties such as supports all parties positively and add values harmoniously.
f) TTN and "Talking-Forex" and all its assets to become the property in totality, of CB/AV/GB, together with a lifetime
real-time feed of all audio and text services as it receives today from RANsquawk, and as it received in 2014 or previously
(when under the management of Mr R Singh and Mr M Cheung), and agreement that CP/MP and the companies as they
would own in this scenario will not compete in any way with such a service; and with 30% of any additional future profits
(after 12 months at 0% to enable the opportunity to get off the ground again) as realised by TTN and/or "Talking-Forex"
to be rewarded back to RANsquawk or relevant chosen business on an annual basis, within 90 days of annual financial
accounts being completed. Such obligation to be honoured as is the sentiment regardless of whether TTN remains the
owning entity - i.e. as intended to be reciprocal to the ethics and integrity requested above, such as if a new entity was to
own "Talking-Forex" the 30% remuneration is to be maintained regardless.
g-i) A white label version of the entire set of "RANsquawk" services to be provided real-time to a "NewCo" for lifetime
of CB/AV/GB choice; such as can be offered to the market under a different and/or new brand as / if desired and as they
may be capable of developing thereto. As per ethos inferred in "f" above such that 30% return / reward back to
RANsquawk (or any chosen entity requested save obvious exclusions / competitors) is not due in the first 12 months.
g-ii) A right to utilise (but not sell or transfer or communicate in anyway) the IP and IT assets of the business such that
they can be used to support / enable development / variation(s) to support any White Label product(s) or otherwise as
may be developed utilising the white label as indicated in g-i above.
g-iii) Jason Earl to provide all code and passwords and due IT support for 12 months as is related to any and all of the
above or herein defined IP and IT systems so as to enable the adoption and utilisation of such in totality by any new entity
as CB/AV/GB or related parties as indicated in g-i. g-ii, or otherwise.
h) Agreement that any and all existing customers of RANsquawk and Talking-Forex will not ever be approached or taken
on board as a customer by the two clear groups hereto (i.e. CP/MP versus CB/AV/GB) and if such event occurs by error
or otherwise all revenue as related to any such client(s) is to be immediately returned and paid in full within 30 days of
such identification. (Obviously lists of customers to be provided as part of any legal documentation supporting this deal.
i) Reputationally positive and promoting Statutory Declaration Statements as to AV/CB/CB et all parties, and reciprocally
CP/MP, are to be provided with and as part of any deal under this scenario and as requested / drafted by individuals
accordingly insofar as reasonable / sensible. (Benefit here intended for individuals only).
j) Absolutely no defamation, criticism, or further negative allegations, assumptions or similar to be made by any parties.
All parties to either have no statement on other parties, and/or ideally "handshake" to positively promote given mutual
benefit as is available.
k) MP/CP and the businesses (as they would hypothetically duly own under this scenario) to provide, guarantee and
secure - via the business but as to be underwritten individually, a monthly payment of £R payable per month to
AV/CB/GB or any given entity as they request, for 10 years, or for the lifetime of the RANsquawk business -
whichever greater - (or for any other business / related product(s) as may evolve as a variation / different brand(s) /
product(s) in time, and as may be owned by the current owning entities (JET/JETS) now, or again as may evolve to any
variations thereof in the future).
l) £R is to be a monthly payment, payable monthly by the 7th of each month, as is to be equivalent to the greater of 10%
of the Revenue received by RANsquawk {and any related products thereto, as may evolve into any different brand or
brands as / or variations thereto, or as may be held under the current Companies' ownership(s) and/or again as any
variations thereto)}/ £R is to be the greater of the revenue received into the relevant bank account(s) in the preceding
month, and/or the value of the related invoice(s) as issued in the preceding month, and/or the value as is the sum of the
HMRC's tax free allowance and lowest tax thresholds as are under 25% in rate (i.e. in 2019-20 this would be a sum value
of £4,167, as is equivalent to the current £50,000 per annum based on the £12,500 tax free allowance at 0%, plus the
£12,501 - £50,000 bracket as is at 20%); and in any event regardless £R to be a minimum of £4000 per month.
m) £R is to be £6900 per month for the first 12 months pursuant to any deal under this scenario.
n) In the event that ANY parties hereto, sell, float (i.e. undertake an IPO "Initial Public Offering" on any stock market,
including AIM in the UK), or enter into any Joint Venture with any other party regarding these entities, matters and/or
companies, such as exceeds either over £100,000 in value or annual income (from any reasonable perspective, save as to
where such would simply be an agreed restructuring and movement of assets / businesses to an exact replica but simply
under a "NewCO" format), then the actioning party is to warrant that 20% of any such absolute, one-off, or annual vales
accordingly realised are to be paid to the other "group" in these matters. I.E. if CP/MP sell the business at anytime 20%
of that received would be due to CB/AV/GB; reciprocally, if CB/AV/GB develop successfully a relevant entity or entities
in due course and duly "sell-out" then they are to obliged to advance 20% of such to CP/MP or an entity of their choosing.
o) All rights, options, assets and matters as are, or may be of value as deemed and to be decided by CB/AV/GB, under
any and all contracts between any of the entities mentioned herein and regardless including, Mr Stuart Pettman, or Mr
Heather Pettman, Livesquawk Limited, Livesquawk Holdings Limited (and or any others / related as are to be defined in
any legal paperwork such as Microlatency etc) and Mr Ranvir Singh are to be transferred to CB/AV/GB or entity of their
choosing upon signatures to any deal under this scenario.
p) All systems and News feeds and IT / Data / Market Data systems as are used by RANsquawk and or JET(S) today
and/or in the future are to be provided for review purposes to CB/AV/GB real-time via a relevant IT or camera system at
all times indefinitely.
q) Full transparency and representation of the opportunities and intents by all parties hereto are to be defined in a legally
binding document in support of any deal hereto such as to ensure all avoid the difficulties and risk of any repeat
circumstance such as was endured by the company regarding Mr Singh's underhand activities as he committed in parallel
to his agreement to his settlement agreement. NOTING, it is pretty clear and transparent by the points raised herein as to
CB/AV/GB and associates as to their intents / aspirations it is assumed - i.e. to consider a deal to walk away from
RAN/JET/ JETS etc whilst retaining the opportunity not to lose, but to potentially leverage all that has been learned over
recent years and try and develop something independently whilst offering to remunerate CP/MP in the event they are
successful, or indeed as may well be the eventuality, to simply walk away and metaphorically call it a day and walk dogs.
AS STATED, THESE POINTS ARE NOT TO BE CONSIDERED AN EXHAUSTIVE LIST BUT INTENDED TO PORTRAY
INITIAL “BRAIN DUMP” THOUGHTS AND IDEAS UNDER THIS SCENARIO. FURTHER IDEAS AND THOUGHTS /
COMMENTARY IS ANTICIPATED, WELCOMED AND INEVITABLE.
PRACTICAL TASKS TO ACTION AS BEST IDENTIFIED TO SUPPORT ABOVE AND/OR NECESSARY FOR
BUSINESS REGARDLESS AS TO BE COMPLETED BY AV / AH / JE / VERSA OR OTHERWISE:
1. Complete Accounts Finalisation and Filing at Companies House and all associated actions.
2. Complete all Audit actions and requirements as are associated or required re “1” or otherwise.
3. Complete all actions and governance as required for HMRC, Taxation, Audit and Banking Facilities for business.
4. GB/ AV/ Directors to file all documents GB/AV/ Directors have for audit / assurance / governance purposes as relevant /
may have been requested.
5. Provide material to support above next week as may be helpful / beneficial.
6. Review and ensure cashflow to support above actions and business and any agreements agreed by or with HMRC (AV as
details and covering much of this believed).
7. Clarify Debtors (sales side) and Debts (supplier side) alongside review / clarification of HMRC debts / issues such as to
action best resolutions – GB / CB to try and get “up to speed” on situation accordingly.
8. AV / AH / JE / VERSA to advise and action any and all above and / or other related matters they or others identified.
9. Other? As advised / identified by above / all relevant parties.
Look forward to feedback, commentary, input on above ideas / thoughts etc.
Regards
George