I submitted substantially the below complaint to Mr Berkovi and Mr Firmin of Alvarez & Marsal as administrators for Bidstack. I had no response from them and have now submitted this directly to the Insolvency Service. In addition, I understand that shareholders are currently organising to take legal action against the directors.
Please find below concerns over the conduct of the directors (and previous director) of Bidstack Group plc (“Bidstack”), specifically David Reeves, James Draper, Lisa Hau, Douglas Lowther, Bryan Neider and Donald Stewart.
Summary of facts
30-Sep-19 interim results announcement
Statement by Donald Stewart – “As I anticipated almost six months ago, the Board continues to expect the Group to be cash flow negative in the second half of 2019 but believes that market expectations for 2019 revenues remain achievable, revenues are expected to grow significantly in 2020 propelling the Group towards material profitability in 2021.”
At that time, the market expectations were £5.9m revenue for 2019.
28-Oct-19 – Director dealings
https://www.investegate.co.uk/announcement/rns/bidstack-group–bids/directors-dealings/5887781
James Draper sold £300,000 of shares in Bidstack.
18-Dec-19 – Trading update
https://www.investegate.co.uk/announcement/rns/bidstack-group–bids/trading-update/5838748
Statement that “While all of the Company’s revenues for 2019 are expected to derive from programmatic advertising spend, which is growing month on month, they are not expected to be significant.”
17-Dec-21 – Trading update
https://www.investegate.co.uk/announcement/rns/bidstack-group–bids/trading-update/6877537
Secures guaranteed minimum revenue contract of US$30m with Azerion.
5-Oct-22 – Launches £10m equity placing
26-Oct-22 – Strategy update
https://www.investegate.co.uk/announcement/rns/bidstack-group–bids/strategy-update/7158809
28-Oct-22 – Update re press commentary
“Further to the Company’s strategy update to the market on 26 October 2022, the Board notes recent press commentary regarding a private communication by the Company with certain investors concerning an email received from Azerion”
21-Feb-23 – District Court of Amsterdam
Filing highlights that issues with the Azerion partnership were discussed in May
29-Sep-23 – Proposed new commercial partnership
“VST would pay Bidstack a licence fee of £1.5m (two equal instalments of £0.75m paid quarterly in advance);
● Bidstack would provide certain support services to VST in consideration of a quarterly service fee of £45,000; and
● Bidstack would capture upside of the growth potential through retaining a revenue share of 70 per cent”
18-Oct-23 – CLN with Irdeto
22-Dec-23 – Settlement with Azerion
“A total payment of EUR 3 million will be made by Azerion”
5-Feb-24 – update on loan with Irdeto
11-Mar-24 – Intention to appoint adminstrators
“funding alternatives explored as part of the strategic review, which included exploring a sale of the Company’s assets, have so far not produced any tangible solvent offers, despite a concerted effort by the Company supported by Alvarez & Marsal Europe LLP which approached upwards of 200 potential buyers of the Group’s business and assets”
22-Mar-24 – LinkedIn announcement that management team have acquired Bidstack assets out of administration
The management, namely James Draper and Lisa Hau, have been quickly and diligently deleting comments from shareholders expressing their shock at the pride they are taking in acquiring assets cheaply out of administration after their actions drove the company into administration. James Draper and Lisa Hau have also been blocking anyone that has made such comments. On that basis, the post is included in its entirety here given the likelihood that they delete their posts ahead of potential legal action and complaints against them.
“The executive team of Bidstack is happy to share the news of their acquisition of Bidstack Limited and all the operating entities of the Group, from the administrators of Bidstack Group PLC (in administration). The deal sees James Draper, Founder & CEO, and the executive team of Bidstack Ltd become significant majority shareholders.
All contracts and client relationships continue within the new ownership structure, safeguarding jobs for the UK and European-based staff.
Bidstack, the multi award-winning in-game middleware technology provider, that initially set about bringing programmatic advertising revenue to the most renowned sports gaming franchises in the world, has diversified into a broader offering taking advantage of the most advanced off-engine content management system in gaming.
Following the announcement of a partnership with the Washington Commanders, where the NFL franchise was the first ever sports team to utilise a platform to control advertising within their virtual stadium, across official NFL games, from multiple studios and developers, the management team has been focusing on sports rights holders as a key customer type.
The executive team has the support of the world’s leading rights-holder professionals in the sports industry. It will continue to execute from its position as the leading technology for the sports industry, for fan engagement and brand activations, in video games.
The executive management consists of James Draper continuing as Chief Executive Officer, with Lisa Hau stepping up to Chief Financial Officer, Dave Garvey continuing as Chief Legal Officer, Will Stewart moving to Chief Product Officer and Daniel Barrigas to Chief Technology Officer.
James Draper, Founder & CEO said:
“The acquisition is a pivotal moment for the next phase of growth for the business. Our technology is at the forefront of sports technology and I couldn’t be more excited. I am proud that we are able to reward our ambitious and industry pioneering team and have them as shareholders alongside myself.”
“I want to thank the staff and customers for standing by us during this strategic review, which has obviously been an uncertain period. For all of our customers to have stood strong alongside us is testament to the relationships we’ve built over the years, as well as the incredible staff we have here who have fostered those connections.”
“The company can now focus on the enormous potential we have, to enable sports teams to get closer to their fans and improve the player experience from bringing their virtual IP to life, with real-time messaging, rewards and engagements.”
“Thank you to the management team who have invested to protect the incredible work our talented group has produced. It’s extremely motivating to see the unwavering belief we collectively have in our vision and product. Sadly, the public market is an uncertain place currently and it’s a challenging environment for growth businesses such as ours.”
“The interest and support we’ve had from some of the leading players in the sports industry has given our team great confidence and motivation as we work with some of the world’s largest sporting franchises and leagues.”
“Thank you to everyone’s support and to our Board of Directors, who have assisted myself and management throughout.””
Reasonable interpretation of facts
The above is just a sample of the actions of directors that I believe have contravened their fiduciary duties over the last 5 years.
In Sep-19 the directors stated they expected to achieve market expectations and James Draper sold £300,000 of shares shortly thereafter at the end of Oct-19. Less than 2 months later the company issued a profit warning stating that revenues would be virtually nil. This is not a small miss from the £5.9m market expectations and it is not difficult to believe that James Draper and Donald Stewart were not aware of information that would lead them to believe that market expectations were inaccurate at the time that the share sale was sanctioned. I believe there is a case of insider trading to be investigated.
In 2022 the directors were forced to admit, in response to press speculation following a leak, that they communicated privately with certain shareholders of material information in relation to the Azerion agreement. This was a clear breach of their duties to publish material information to all shareholders and I believe amounts to market abuse.
Additionally, the Dutch court filing highlights that the directors were clearly aware that the agreement was in jeopardy ahead of the Oct-22 equity placing and so their disclosures to current and potential investors at that time could have been misleading.
These incidents highlight a pattern of behaviour of the directors breaching their fiduciary duties and their regulatory obligations even before the recent events that have resulted in Bidstack’s administration.
In Oct-23 the directors reneged on a partnership agreement with VST (owned by the Bidstack directors that have acquired the assets out of administration) that would have ensured that Bidstack remained solvent and due to receive 70% of the revenue from future licensing agreements. Instead, the directors accepted an offer of funding from Irdeto without ensuring certainty of funds and Irdeto subsequently reneged on their proposal. These do not appear to be the actions of qualified, experienced directors discharging their duties with due care. The company also recently received EUR3m in settlement funds from Azerion that should have allowed the continued operation of the company. Where has this money gone?
On 22-Mar-24 Bidstack, James Draper and Lisa Hau announced they were “proud” to have acquired the assets out of administration. They state that there is “enormous potential”, and they “have the support of leading players in the industry”. Based on these assertions, it is difficult to believe that the adminstrators contacted 200 buyers and received no interest in acquiring these assets at fair value. I note that Bidstack’s closest competitor Anzu raised $48m in funding in Jun-23 (https://www.anzu.io/news/funding-anzu-23), highlighting the investment appetite in the space. An offer from management to invest £1.5m for 30% of revenues just months ago seems to have disappeared in the administration process and must raise the question of whether the process was abused to achieve a pre-determined outcome.
If the management and directors believe in the “enormous potential” which, by virtue of the fact that they have acquired the assets and are seen to be very happy about it on social media, they must do, why did the directors make no attempt to communicate this to the public markets and their shareholders to support their share price and potential funding options?
The directors have refused to provide updates to investors on positive business progress (an investor presentation was announced for Sep-23 and never happened), actively block shareholders on social media and delete comments that they don’t like. They have not attempted to fulfil their fiduciary duty to promote the success of the company as a public entity, but have been organised and ruthless in trying to maintain the company’s reputation now that they own it.
With the “enormous potential” of the business it is reasonable to question whether the sale of the assets to the management was a pre-determined outcome that the directors desired, to the detriment of the shareholders that have provided tens of millions in funding.
I believe that the above summary and reasonable interpretation of facts highlights a pattern of behaviour and concerns over the conduct of directors before and during the administration process that should be fully investigated. It is my view that the directors have breached their fiduciary duties causing significant financial damage to shareholders.
I question whether the directors were uncooperative with the administrators’ process in order to achieve a pre-determined outcome, in breach of their fiduciary duties. In that instance, I would expect that the adminstrators have already reported their conduct with a view to ensuring their disqualification as directors.
Nick Hargrave
