[Nick Hargrave]

BIDS continues to be a frustrating investment idea as the share price continues to languish while the Board remain silent and ineffective. I previously sent a letter to the Board detailing my concerns and suggestions, and following attendance and disappointment to answers at the EGM sent a letter to the CEO setting out thoughts on how to improve their reputation in the market. As you know I have previously attempted to align 5% of shareholders to call for an EGM to remove Donald Stewart as a director but have been unsuccessful. Last week I had a call with the relevant investment director at Seneca Partners, who hold >5% of the shares following the last equity raise. I sent them the letters I had sent to the company and I set out the below, understanding that they would be much more informed on company thinking given their access to mgmt on recent developments, and asked if they would be willing to call for an EGM.

I believe the board needs wholesale change. In particular:

• Donald Stewart – as my letters set out, he presided over extraordinary value destruction and for shareholders (until the company becomes cash generative) to have to continue to pay his fees is incomprehensible.
• Glen Calvert – apparently just a friend of the CEO who adds no discernible value.
• Why has the company not appointed a CFO for the last 18 months? Standing effectively alone as a public company without a CFO, it raises unnecessary questions with investors and potential finance partners, has clearly left a gaping hole in corporate finance knowledge at board level and is surely de-motivating for the person actually doing the job.
• With a new and highly competent COO now on board, why does a <£20m EV company need a Chief Strategy Officer while it is continually raising funds to survive until profitability? What is the CEO doing? • David Reeves – I had hope that the appointment of David would bring about positive change and he assured me directly, as he did many other shareholders, that he would improve investor communications. We also had a discussion about non-dilutive financing that at the time was readily available which he assured me he would look into, and I subsequently discovered he did absolutely nothing. His track record is now, sadly, rapidly closing in on being as bad as Donald’s. • Doug Lowther – having not met him I have no particular view other than he should add badly needed experience and insight to the board. However, now that the company have allowed Irdeto such a strong position in the shareholder base, it is important that other directors are strong enough to ensure value is created for all shareholders and not just for Irdeto and possibly management. In my experience, strategic investment is strategic for the investor, not the company. I also believe that incentives need overhauling to align them with shareholder interests and begin a process of re-building trust with the investor community. I also believe that the board is in desperate need of directors with: • Corporate finance experience • An understanding of the importance of per share intrinsic value • An understanding of the importance of good investor communications • An understanding of the importance of rigorous cash flow management • A willingness to put management’s feet to the fire and as part of that, publicly state achievable targets • A desire to work in the interests of all stakeholders and not just collect fees while avoiding responsibility • An ability to ensure Irdeto are not de facto in control of the business or able to transfer value from all shareholders to themselves. It may well be that the company is about to release transformative news, the valuation will finally be reflective of the progress the business has made and shareholders will forgive everything and allow the board to continue as is. However, I am convinced that will lead to continued mediocrity and flow of value from shareholders to insiders. All of the current issues and the state of the share price are a result of self-inflicted wounds that could easily have been avoided. Seneca was obviously non-committal but listened and said that they would discuss my thoughts internally and revert if they felt they wanted to take action, though their initial view was they didn't want any further de-stabilising news such as directors leaving at this point. I noted that change can't wait much longer given the board's track record that wasn't much more room for the price to fall anyway. I also recently summarised my thinking publicly on Twitter in response to continued negative commentary by traders. Please see here: https://twitter.com/MHMembers/status/1621428418112851972

Another shareholder has shown me that he forwarded the Twitter thread directly to the Chairman, David Reeves, and so the company remains fully aware of the issues and potential solutions as it chooses to remain silent and ineffective. Our view remains much as our original thesis in that it will be hugely successful or effectively fails to zero (with a 50% chance) based on the governance risks highlighted. I continue to push to aid the former (and will shortly post a summary on LinkedIn), but as yet the board and other shareholders are unwilling to engage.

• This topic was modified 1 year, 2 months ago by Nick Hargrave.

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