Tech minnow has investors seething

Portrait of Elizabeth Whitestock, CEO of Veriluma. Photographed Thursday 25th February 2016. Photograph by James Brickwood. AFR NEWS 160225
Portrait of Elizabeth Whitestock, CEO of Veriluma. Photographed Thursday 25th February 2016. Photograph by James Brickwood. AFR NEWS 160225

A group of irate shareholders are growing fed up with tech minnow Veriluma, accusing the company of deliberately obfuscating dealings its directors have had with affiliated companies and questioning the impartiality of the administrators.

The shareholders had hoped to air their frustrations at last week's annual meeting, but it was abruptly closed after just two minutes.

The Australian Financial Review was ejected from the premises before the meeting began.

Shares in the predictive intelligence company have been frozen at 1.5?? since September, when the company was placed in voluntary administration after it recorded a $14.42 million loss in 2016-17 and could not cover costs.

Shareholders, suspicious at the rapid wind-up of the company, had garnered 53 per cent of the shareholder vote, as recorded by Computershare, to remove two of the three directors from the board at the company's AGM last week.

Veriluma's board comprises of Rick Anstey, also a non-executive director of ASX-listed TechnologyOne, Mr Anstey's long-time business partner Laurie Hammond and Elizabeth Whitelock, who is also chief executive and founding shareholder.

But shareholders insist they were unable to air their grievances at last week's AGM, run by administrators Jamieson Louttit & Associates. The administration firm was appointed by Gibraltar Capital, a company that shares the same ABN number as Veriluma's corporate advisers, Millennium Capital Managers.

"I just can't understand how the AGM was closed by the administrator after just one and a half minutes," said Taz Aldaoud, a Veriluma shareholder, after the meeting.

"It was closed without any regard to the resolutions, which were voted on by Veriluma's shareholders and clearly recorded by Computershare."

Jamieson Louttit held the first meeting of the creditors one day before the AGM.

While Jamieson Louttit & Associates have declared its past dealings with Gibraltar, the consortium of Veriluma shareholders argue there are further conflicts regarding chairman Mr Anstey and ex-director Henry Capri.

Following a reverse-listing in September 2016, the company raised $3.5 million and throughout 2017 Veriluma underwent a series of board changes, including the installation and then resignation of Mr Capra.

During Mr Capra's tenure as non-executive board director, which began in April, he oversaw the appointment of Millennium Capital Managers. Australian Securities and Investment Commission searches show Mr Capra was a director of Millennium at the time. He continues to be a director of Millennium, which is also associated with Gibraltar Capital.

Mr Capra resigned from Veriluma in August, but Millennium remained on the books. During this time, it is understood Veriluma was casting around for smaller acquisitions to boost its revenue and cash flow. Its share price, which had listed at 7??, had reached an early high of 10.5??, but had sunk to around 2??.

Mr Capri declined to comment.

In September the board announced the $12.4 million acquisition of Concept Safety Systems - a fire and emergency systems company. On the same day it announced the appointment of Laurie Hammond, a long time business partner of Mr Anstey, to the board.

Millennium proffered a $400,000 loan to facilitate the CSS deal.

ASIC searches show Mr Anstey ceased to be a director of CSS 11 days before the acquisition, but remains a 10 per cent shareholder through his investment vehicle Corby Investments.

Mr Anstey did not respond to requests for comment prior to publication.

The deal collapsed when Millennium withdrew its loan facility and within days Mr Anstey put the company into voluntary administration. Millennium managing director Tom Wallace could not be reached for comment on what prompted the withdrawal.

This story Tech minnow has investors seething first appeared on The Sydney Morning Herald.