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Various links providing information relevant to the SmartLogik Action Group:
Leon Kaye Solicitors. Leon Kaye, in whom we have every confidence, is handling all legal matters for the SmartLogik Action Group. See their web site for some other actions being pursued in the UK and some comments on the SmartLogik Action Group.
Dr Martin Porter. Cambridge University originator of Muscat technology, which forms the backbone of SmartLogik information retrieval technology. Did IR research at Cambridge with Professor Stephen Robertson, now at Microsoft Research in Cambridge, and Keith van Rijsbergen, now at Glasgow University. Partnered with John Snyder (also in the SmartLogik Action Group) to form Muscat Ltd., which exploited the Muscat technology. Inventor of the Porter and other stemming algorithms. Visiting Research Fellow of City University, London, and Strix award winner in 2000. Also, a member of the SmartLogik Action Group.
The United Kingdom Shareholders’ Association (UKSA). The independent voice of the private shareholder. See what they say about action groups. SmartLogik Action Group is affiliated to the UKSA.
Class Law Solicitors. See some more actions being pursued in the UK.
UPDATE - A New Approach to Class Actions in the UK. (Requires Adobe Reader to read .pdf file; if you do not already have it, click link in left-hand margin to download and install).
Common Questions - What is a class action? (From US web site, lawyers.com).
Eliot Spitzer. Office of New York State Attorney General Eliot Spitzer. Time magazine’s 2002 crusader of the year; his effort to investigate investment banks has uncovered the vast underbelly of corporate fraud. Visit our News Weblog for up-to-date news on Eliot Spitzer (scroll down right-hand margin to Eliot Spitzer News). As SmartLogik was listed on the NASDAQ stock exchange, there is the possibility that shareholders in New York / USA could start a class action under US Law.
Termination Notice for SmartLogik ADR’s in USA, 29th September 2003. The US SmartLogik shares (ADR’s) terminated at the end of December 2003. US shareholders are urged to join this action group. (Requires Adobe Reader to read .pdf file; if you do not already have it, click link in left-hand margin to download and install).
Updates on Corporate Scandals. From CNN Money, it shows that even after Enron and WorldCom, corporate scandals continued through 2003 and 2004. Visit our News Weblog for further updates (scroll down right-hand margin to see subject categories).
Wall Street Analyst Settlement.
US Securities and Exchange Commission.
The primary mission of the US Securities and Exchange Commission. As stated on their web site: “The primary mission of the US Securities and Exchange Commission (SEC) is to protect investors and maintain the integrity of the securities markets. As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and send children to college, these goals are more compelling than ever.
The world of investing is fascinating, complex, and can be very fruitful. But unlike the banking world, where deposits are guaranteed by the federal government, stocks, bonds and other securities can lose value. There are no guarantees. That's why investing should not be a spectator sport; indeed, the principal way for investors to protect the money they put into the securities markets is to do research and ask questions.
The laws and rules that govern the securities industry in the United States derive from a simple and straightforward concept: all investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it. To achieve this, the SEC requires public companies to disclose meaningful financial and other information to the public, which provides a common pool of knowledge for all investors to use to judge for themselves if a company's securities are a good investment. Only through the steady flow of timely, comprehensive and accurate information can people make sound investment decisions.”
UK Department of Trade and Industry. As stated on their web site: “The DTI drives our ambition of prosperity for all - by working to create the best environment for business success in the UK. We help people and companies become more productive by promoting enterprise, innovation and creativity. We champion UK business at home and abroad. We invest heavily in world class science and technology. We protect the rights of working people and consumers. And we stand up for fair and open markets in the UK, Europe and the world.”
UK Trade & Investment - This is a DTI organisation that is now using SmartLogik technology. It says, “Our sales leads service and the UK suppliers database are two Internet-based services designed to put you in touch with British suppliers. These are free services provided by UK Trade & Investment, the British Government's trade promotion organisation, and operated by APR Smartlogik Limited.”
Ernst & Young. The Official Receiver of SmartLogik Group PLC. Is responsible for the running of the company during and after liquidation. This included the important completion of £900,000 of “pipeline” business made up of a number of potential contracts. In the sale document published by the Board, it says that Stephen Hill and Robert Lomnitz were to ensure that the deferred consideration of £900,000 be completed by 30th September 2002. Apparently, it has turned out that not even one of these contracts were completed with consequent zero return to shareholders. Shareholders want to see evidence of the work done to complete these contracts.
In the first document it states that the board of Smartlogik announces that it has completed the sale of certain assets to APR for consideration of "up to £2.65 million (the sale)". It then says that of the consideration, £1.75 million was received on completion and the payment of the remaining £900,000 is dependent on certain customer contracts "which are currently in the pipeline" being signed by 30th September 2002. It further states that "Following the sale, and in order to maximise the value of deferred consideration due from APR, certain of the directors have agreed in principle to dedicate an appropriate portion of their time in the short term to help to ensure that the relevant customer contracts are signed as soon as possible."
In view of the fact that not one penny has been returned to shareholders, we view this statement as misleading to the say the least.
Does Fidelity Investments still use SmartLogik technology? In early 2004, on the ‘Customers’ page of the APR Smartlogik web site, they were listed as a customer of APR Smartlogik. They are no longer listed there. The only record we have of this is a couple of cached links from the Google search engine, which gives a list of web sites mentioning Fidelity Investments (see Google link 1 and Google link 2). Why has Fidelity been removed? Have they simply stopped being a customer or, were they one of the “pipeline” contracts in the USA mentioned to us by Ernst & Young?
Thomson ISI. Uses SmartLogik technology. "We chose APR Smartlogik's solution because it met our integration needs. As the content and functionality of ISI Web of Knowledge broadens, we can take advantage of APR Smartlogik's advanced search and categorisation capabilities to meet the current and future needs of our customers." Frank Licata, Senior Vice President, Systems & Technology, Thomson ISI.
This deal appears to have been completed during 2002. See this Thomson ISI case study document, which states “The first phase, released in September 2002, saw the addition of Smartlogik Discovery to the ISI Web of Knowledge core search technology, through ISI CrossSearch. (Requires Adobe Reader to read .pdf file; if you do not already have it, click link in left-hand margin above to download and install). Shareholders want to know if this was one of the “pipeline” contracts. It was first announced on 31st January 2002 (see Ananova link), but would have been worked out during the subsequent months.
UK Listing Authority, Listing Rules - Guidance Note No. 05/2000. Granted a waiver from the normal process of obtaining shareholder approval for Class One Disposals. The Board used financial distress as the reason for selling the core technology assets without asking the shareholders for approval in an EGM. Shareholders want to know how the company got into such a poor financial state so quickly and exactly how the waiver was arranged. Was there really no other offer of financial assistance that would have enabled the company to keep trading? We are justifiably suspicious, because we have not been allowed to see independently audited financial accounts for 2001 and 2002. Also, the new Board had taken the decision to stop regular quarterly reporting of finances making it impossible for shareholders to see what was going on. (Requires Adobe Reader to read .pdf file; if you do not already have it, click link in left-hand margin to download and install).
The Financial Services Authority (FSA). Responsible for the UK Listing Authority (see above). Their four main aims are: maintaining confidence in the UK financial system, promoting public understanding of the financial system, securing the right degree of protection for consumers and, helping to reduce financial crime.
Companies House, Guidance Booklets GBF1 and GBA5. Provide details on the high status of Public Limited Company (PLC) in the UK. SmartLogik Group PLC was listed on the London Stock Exchange and NASDAQ. As a UK PLC, it had access to the capital markets and could offer its shares for sale to the public through a recognised stock exchange. However, in return for these advantages, it had certain obligations, including the requirement to publish accounts.
ABN Amro Hoare Govett. Investment bank and house broker to SmartLogik Group PLC. Were involved in arranging the waiver of shareholder approval for the Board of SmartLogik. Shareholders want the role of Hoare Govett to be investigated.
BDO Stoy Hayward. Provided advice to the Board of SmartLogik Group PLC. It was stated that over 70 companies had been contacted and of these only APR was interested in the core technology assets. Shareholders want to know which companies were contacted.
APR Smartlogik. The new owners of the SmartLogik technology and trade assets. See what they have to say about the SmartLogik Action Group - CLICK HERE.
Terms of Sale of SmartLogik Core Assets. A link from bankrupt.com giving some information on the terms of the sale to APR. You will have to scroll down the page to see the information on SmartLogik, which is near the bottom. They obtained the technology and the £7.25 million per annum sales revenue for just £1.75 million (cynically, none of the promised extra £900,000 “pipeline” business was returned to shareholders).
However, as a general rule of thumb, businesses are sold for around two times sales revenue and even that does not take into account the future prospects that are particularly relevant for technology businesses. The shareholders, who were not even consulted or given a chance to vote on the sale, would have expected many times that amount and have been severely short changed!
Note how the directors leave the highly contentious issue of the failure to publish final year accounts right until the end of the announcement, almost as if it were a side issue! However, we suspect they were fully aware that it was not really a side issue at all.
As a result, the shareholders still do not know what happened to the original £12 million raised at the launch of SmartLogik in July 2001 and how the £7 million revenue was spent. This is a scandalous way to treat shareholders and we will continue our fight to get the accounts published for the world to see. There is no valid reason why the accounts should not be published - it is fundamental to good corporate governance principals that the directors are accountable to the shareholders who collectively own the company. In the case of SmartLogik, there has been absolutely no accountability at all.
Under US Law this would not be allowed to happen, but this is a case where events in the UK have directly impacted on hundreds of US shareholders, who now need to take matters into their own hands.
CacheLogic. Announces Stephen Hill (ex-SmartLogik CEO) as new Executive Chairman, 5th August 2003.
SmartLogik Placing and Open Offer Document - June 2001. This is the document that announced the raising of £12 million from the markets, the change of name from Bright Station plc to SmartLogik Group plc, together with a refocussing on the high-growth SmartLogik knowledge management business. It also was announced that a new board of directors was being appointed to run SmartLogik. It was stated that the “Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of publication of this document.” (13 June 2001). As we now know, the company suspended its shares on 19 April 2002 and ceased trading on 29 April 2002, which was only 10 months after the placing took place. (Requires Adobe Reader to read .pdf file; if you do not already have it, click link in left-hand margin above to download and install).
SmartLogik company announcements (RNS) from Bestinvest Company News / UK-Wire.com.
Financial statistics for SmartLogik Group plc. (Requires Adobe Reader to read .pdf file; if you do not already have it, click link in left-hand margin above to download and install).
BBC. Uses SmartLogik technology.
BAA. Uses SmartLogik technology.
Yell. Uses SmartLogik technology.
Telegraph. Uses SmartLogik technology.
The UK House of Parliament. Uses SmartLogik technology.
Venda. New company founded by Dan Wagner, ex-CEO of Bright Station and Dialog Corporation (original developers of SmartLogik technology).
“The Shooting of Dan Wagner”, Information Today, by Richard Poynder, September 2002 - candid interview with Dan Wagner explaining his problems with The City of London, in particular with the powerful Financial Times and Reuters. In 1992, he had complained to the Monopolies and Merger Commission about the monopolistic behaviour of the FT. The article argues that these companies have since used their control of the UK media to target Dan Wagner. The media and analysts influence the market perception of public companies. It is a fact that Dialog and then, Bright Station were consistently targeted by the media. SmartLogik, in which Dan Wagner had an 8% stake, was the last publicly quoted company of the Dan Wagner empire, which has now disappeared in a puff of smoke. In view of this background and the suspicious collapse of SmartLogik, shareholders are demanding that a full public investigation be carried out.
Autonomy - Leading knowledge management company and competitor of SmartLogik. Came from the same Cambridge University origins as SmartLogik.
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