Archive | RetailX

Ex-RetailX signs messaging deal with Telecom under new name of SMS

Published: 21 July 2005


Plus SMS Holdings Ltd chairman Jim Bracknell said today its subsidiary, Plus SMS Ltd, which is based in the Isle of Man, has signed an agreement with Telecom NZ Ltd for the exclusive use of its number ranges for distribution of SMS & MMS messages worldwide. SMS & MMS messages will be routed by short number codes using the existing telecommunications infrastructure & settlement process.Plus SMS Holdings was listed in a reverse takeover of collapsed franchise operator RetailX Ltd, effected on 3 July with a change of name & ticker on the NZAX on 11 July.


Mr Bracknell told the meeting to approve the reverse takeover Plus SMS had secured numbers in 9 countries and had a target of 20-25.


RetailX’s collapse began when receivers were called into The Building Depot last September. RetailX managing director Mark Taylor, of Christchurch, bought the Building Depot chain of hardware outlets from Fletcher Building Ltd in 2003. The Taylor family also controlled Stirling Sports Franchises Ltd. Mr Taylor was adjudicated bankrupt on 17 May.


Auckland sharebroker Brett Wilkinson entered the picture in January, buying 19.31% of RetailX for $30,000 to keep the company alive. At the end of February, Mr Bracknell & David Stubbs were appointed to the board, Mr Bracknell as non-executive chairman.


Earlier story:


3 July 2005: RetailX heads off to txtmsg future as Plus SMS


 


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RetailX heads off to txtmsg future as Plus SMS

Published: 3 July 2005


A gathering of just 13 people round a meeting-room table off the foyer of Auckland’s Quay West all-suites hotel on Friday authorised the switch of collapsed retail franchise manager RetailX Ltd into the ownership of an SMS (short message service) business.



The company will stay listed on the NZAX, which is NZX’s alternative exchange for developing companies & those with non-traditional structures. It will change its name to Plus SMS Holdings Ltd on Monday 11 July, and change its NZAX ticker symbol to PLS.


The switch was signalled in March, when RetailX said it would issue 240 million shares at 5c/share to satisfy the Plus SMS purchase, putting a $12 million price tag on Plus SMS. Its new investors also signalled then that they wanted to make a private placement of at least 30 million shares at a price of at least 5c/share (so at least $6 million) to fund Plus SMS’ operating costs.


The resolutions on Friday, paving the way for the changes, were to:

re-elect Jim Bracknell, David Stubbs & Jock Irvine as directors
approve acquisition of Plus SMS Ltd
approve issue of 240 million consideration shares
approve issue & exercise of 10 million 12-month options & 20 million 24-month options
approve issue of 32 million placement shares & 16 million stapled options
approve issue of 10 million placement options
ratify issue of 300,000 ordinary shares through a private placement
authorise directors’ remuneration of $110,000/year, and
adopt a new constitution.

RetailX’s collapse began when receivers were called into The Building Depot on 8 September 2004. RetailX managing director Mark Taylor, of Christchurch, bought the Building Depot chain of hardware outlets from Fletcher Building Ltd in 2003. The Taylor family also controlled Stirling Sports Franchises Ltd. Mr Taylor was adjudicated bankrupt on 17 May.


Auckland sharebroker Brett Wilkinson entered the picture in January, buying 19.31% of RetailX for $30,000 to keep the company alive. At the end of February, Mr Bracknell & Mr Stubbs were appointed to the board, Mr Bracknell as non-executive chairman.


Mr Stubbs was a director of Newcall Group Ltd, which Blue Chip NZ Ltd replaced on the NZX in June 2004, also through a reverse takeover. Mr Stubbs stayed on as a director, but faced a conflict of interest by becoming a business licensee and left the Blue Chip board in February. Mr Bracknell was Newcall’s managing director and remains a Blue Chip director.


In March, the reverse takeover of RetailX by Isle of Man company Plus SMS Ltd was announced, and in April Mr Taylor was replaced on the board by Auckland professional director Mr Irvine, who became Blue Chip’s chairman last October.


The links between Newcall/Blue Chip & RetailX/Plus SMS are not through corporate links but through Mr Bracknell, a Californian who came to New Zealand in 1998 when, he understood, this country’s telecommunications market was deregulated. He brought some Thai investors with him, turning the NZ Salmon Co Ltd into Newcall, succeeding with the minor parts of their business plan (an energy retailing business, sold to Genesis) but not with the New Zealand telecoms part of it because deregulation proved not to be as he’d thought it was. Mr Bracknell is also chairman of Selector Group Ltd, which bought direct marketing company New Image International Ltd at the end of last year.


At the end of Friday’s meeting, I asked Mr Bracknell & a couple of investors if the switch to a business based on text messaging & brands (called via text, such as health or medical messages, and music) was “off the wall”. One view, that it was “New Zealand’s answer to Google”, was considered by most to be excessively optimistic.


Mr Bracknell, the promoter of the new scheme, acknowledged that it would be a case of all or nothing, with the potential for extremely large gains versus not securing a strong market position, but less likelihood of a position in between.


“It’s not off the wall because – if you look at MSN (Microsoft NBC) – MSN are spending about $15 million/year in order to have a common number in 15 countries in Europe. We’re offering them (users) an opportunity to have the same number worldwide, and a short number,” Mr Bracknell said.


He said telecommunication companies would send the text messages – the opportunity was in the add-on of working with brands. “The whole infrastructure for what we’re doing is in place, it just hasn’t been used.”


Mr Bracknell told the meeting Plus SMS had secured numbers in 9 countries and had a target of 20-25. And he told me later he wanted the whole project carried out through a listed company to give it the credibility advantage of listing. Plus SMS Holdings, listed in New Zealand, would own the existing Plus SMS of the Isle of Man, through the reverse takeover.


At this point the new version of RetailX – Plus SMP – moves off my radar screen as a new-technology company rather than as a retailer or retail franchiser with property interests.


Earlier stories:


5 May 2005: Transition of RetailX continues


16 April 2005: Irvine replaces Taylor at RetailX


14 April 2005: RetailX fined $10,000 for slow disclosure


8 March 2005: Reverse takeover for RetailX


20 January 2005: Brett Wilkinson props up RetailX


2 December 2004: RetailX reports loss as talks on future continue


4 October 2004: Retail Services to be wound up, RetailX to stay listed & be sold


14 September 2004: RetailX trading suspension over, but future still fuzzy


 


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Transition of RetailX continues

Published: 5 May 2005


Takeover of the collapsed retailing franchise management group RetailX Ltd is on target for an early-June approval meeting.


 


The directors of RetailX said today all conditions relating to due diligence had been satisfied and a formal share sales deed signed, conditional only on RTX shareholder approval. A special shareholder meeting will be called for early June to approve the transaction.The directors said the consideration payable to acquire the shares in Plus SMS Ltd had been varied to $12.565 million, which would be satisfied by the issue of 240 million ordinary RTX shares at 5c/share, the issue of 30 million options & the payment of $565,000 in cash.Shareholders will get more information on the transaction when RetailX sends out its notice of meeting.


 


Earlier stories:


16 April 2005: Irvine replaces Taylor at RetailX


14 April 2005: RetailX fined $10,000 for slow disclosure


8 March 2005: Reverse takeover for RetailX


20 January 2005: Brett Wilkinson props up RetailX


2 December 2004: RetailX reports loss as talks on future continue


4 October 2004: Retail Services to be wound up, RetailX to stay listed & be sold


14 September 2004: RetailX trading suspension over, but future still fuzzy


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to [email protected]pbd.co.nz.

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Irvine replaces Taylor at RetailX

Published: 16 April 2005


Mark Taylor’s short & sorry time as a listed company director has come to an end, as the son of Christchurch franchising exponent Colin Taylor bowed out of RetailX Ltd yesterday.



As Mark Taylor resigned from its board, he was replaced by lawyer & professional director Jock Irvine, who is also a director of 3 other listed companies – Blue Chip NZ Ltd, Calan Healthcare Properties Ltd, & Pacific Retail Group Ltd. Mr Irvine became independent chairman of Blue Chip on 1 October.


Mr Taylor’s more serious woes began last September, when ANZ National Bank Ltd called receivers into The Building Depot Ltd, a substantial provider of income to RetailX subsidiary Retail Services Ltd, which provided management services to franchise chains.


But the group had already indicated in its last annual report, for the March 2003 year, that it was having a tough time. It exited the new Molly Taylor homeware concept store chain after finding that sector of retailing was saturated, and its internet prepaid-card business, E-Prepaid Ltd, slumped in value and was surviving courtesy of a shareholders’ loan.


RetailX is now in the throes of a reverse takeover, though details of how that would be done have yet to be released. Mr Taylor was to leave the company then anyway.


Retail Services & E-Prepaid liquidated


As well as the board change, Retail Services Ltd & E-Prepaid Ltd, a Retail Service subsidiary, were placed in liquidation yesterday. John Lowther (Lowther & Associates Ltd) was appointed liquidator of both. Mr Lowther, an accountant & financial advisor to Blue Chip, was a Blue Chip director from its reverse takeover of Newcall Group Ltd last June until the formation of a more independent Blue Chip board began in February.


RetailX’s registered office has also changed, to Jones Young, level 14, ASB Bank Centre, Auckland.Earlier stories:


14 April 2005: RetailX fined $10,000 for slow disclosure


8 March 2005: Reverse takeover for RetailX


20 January 2005: Brett Wilkinson props up RetailX


2 December 2004: RetailX reports loss as talks on future continue


4 October 2004: Retail Services to be wound up, RetailX to stay listed & be sold


14 September 2004: RetailX trading suspension over, but future still fuzzy


 


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RetailX fined $10,000 for slow disclosure

Published: 14 April 2005


NZX Ltd fined RetailX Ltd $10,000 yesterday for breaching the NZAX rules by not disclosing soon enough that it would be affected by the receivership of The Building Depot retail chain last September.


A RetailX subsidiary held a management contract over the Building Depot chain, which accounted for 45% of the subsidiary’s revenue.


The maximum penalty for such a breach of the exchange’s continuous disclosure regime is $250,000, but the disciplinary kept the figure down because RetailX is a small company, the breach appeared to be have been inadvertence by managing director Mark Taylor, there was a proposal pending for Mr Taylor to quit once a reverse listing by computer company Plus SMS Ltd succeeds, and nobody appeared to have gained or lost financially because of the breach.


The exchange wasn’t too panicky about telling the world of its decision either. It made the decision on Monday, agreed to a RetailX request not to tell anybody for 24 hours, and released the decision on Wednesday.


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Reverse takeover for RetailX

Published: 8 March 2005


Listed shell company RetailX Ltd, which collapsed as a retail franchise holder last year, will be subjected to a reverse takeover by SMS & MMS message delivery company Plus SMS Ltd, under a conditional heads of agreement announced today.



RetailX will issue 240 million shares at 5c/share to satisfy the purchase, putting a $12 million price tag on Plus SMS.


The agreement requires due diligence by both parties to be completed by Friday 18 March and RetailX shareholder approval by 29 April. The reverse takeover would be completed 10 days after all conditions are satisfied.RetailX will also seek shareholder approval to make a private placement of at least 30 million shares at a price of at least 5c/share (so at least $6 million) to fund Plus SMS’ operating costs.RetailX’s collapse began last September when The Building Depot chain, which a RetailX subsidiary managed, went into receivership.


RetailX managing director Mark Taylor will resign if the reverse takeover proceeds.


Sharebroker Brett Wilkinson stepped into the breach in January, buying 19.31% of RetailX through his company, Capitalplus Ltd, for $30,000 (also at 5c/share).


Jim Bracknell & David Stubbs were appointed to the RetailX board on 28 February, Mr Bracknell as non-executive chairman.


Mr Stubbs was a director of Newcall Group Ltd, which Blue Chip NZ Ltd replaced on the NZX in June 2004 through a reverse takeover. Mr Stubbs stayed on as a director, but faced a conflict of interest by becoming a business licensee and left the Blue Chip board in February. Mr Bracknell was Newcall’s managing director and remains a Blue Chip director.


Earlier stories:


20 January 2005: Brett Wilkinson props up RetailX


14 September 2004: RetailX trading suspension over, but future still fuzzy


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to [email protected].

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RetailX files report

Update: 9 February 2005


RetailX Ltd’s suspension from trading for not filing its half-year report was brief – from Tuesday 8 February until the market opens on Thursday 10 February.


 


The troubled company filed its report today.


 


Original story: RetailX suspended


 


Published: 8 February 2005


Troubled franchise manager RetailX Ltd had its shares suspended from trading today after it failed to get its half-year report into NZX.


 


The report for the September 2004 half was due in by 31 January. NZX gives companies 5 days’ grace, then suspends trading until the report is filed.


 


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RetailX faces suspension

Published: 2 February 2005


Troubled retail franchise company RetailX Ltd has been given until the close of business on Monday 7 February to file its September 2004 half-year report or face suspension from share trading.



NZX requires September reports to be filed by 31 January.


Earlier stories:


20 January 2005: Brett Wilkinson props up RetailX


2 December 2004: RetailX reports loss as talks on future continue


4 October 2004: Retail Services to be wound up, RetailX to stay listed & be sold


 


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Brett Wilkinson props up RetailX



Published: 20 January 2005


Sharebroker Brett Wilkinson has put up $30,000 in equity to help troubled listed franchise manager RetailX Ltd to meet its obligations to its creditors. His 600,000 shares give him 19.31% of the company.



Mr Wilkinson, a senior investor advisor at Direct Broking Ltd, said it wasn’t a normal role for him but he wanted to branch out from purely advising small investors.


RetailX told NZX today it had entered a conditional subscription agreement under which Mr Wilkinson would take 600,000 shares at 5c. the conditions have to be satisfied by 28 January.


ANZ National Bank Ltd called receivers into The Building Depot chain on 8 September. The chain provided 45% of RetailX management arm Retail Services Ltd. RetailX also manages shops in the Sitrling Sports chain.


RetailX said the primary purpose of the agreement with Mr Wilkinson was “to provide for an initial injection of new equity in RetailX Ltd, to enable it to meet its obligations to its creditors.


“It is expected that in due course further announcements will be made about significant transactions involving RetailX Ltd. Shareholders’ approval of these transactions will be sought in due course, as & when required by the company’s constitution, the NZAX listing rules or the Takeovers Code.”


Earlier stories:


2 December 2004: RetailX reports loss as talks on future continue


4 October 2004: Retail Services to be wound up, RetailX to stay listed & be sold


14 September 2004: RetailX trading suspension over, but future still fuzzy

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RetailX reports loss as talks on future continue

RetailX Ltd managing director Mark Taylor said on Wednesday the company should be able to make a more definitive statement about its future within 2 weeks.


RetailX, listed on NZX’s alternative exchange, collapsed when receivers were called into The Building Depot, on which it had a management contract. Its other main source of income was the Stirling Sports retail chain.


Mr Taylor & his advisors have been negotiating with several parties since the annual meeting in September.


Meanwhile, the company reported a bigger loss for the September half – a $209,000 operating loss on just over $1 million of revenue, up from a $169,000 loss in the September 2003 half. $680,000 of extraordinaries after tax raised the deficit to $889,000.Earnings/share fell from a 5.5c/share deficit to a 28.6c/share deficit.

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