Deal off!
iCreate founder Tyrone Wilson and Ideas Execution founder Kevin Frith are set to meet today in an effort to resolve some issues as iCreate’s pulled its planned acquisition of Frith’s firm.
Wilson’s threat of legal action came mere hours after the JSE publication about the deal not going through. The deal announced on February 3 would have seen iCreate acquire Ideas Execution and Frith becoming a top 10 shareholder and ‘strategic investor’ in the iCreate group. Ideas Execution is a commercial service provider that has executed more than 500 branding projects valued at more than $1 billion since 2013. Frith lead Bar Central Limited at one time before Ideas Execution.
While it is not immediately clear why the deal fizzled, a post by sec_ja on Twitter on May 31 outlined a series of events which had no author. However, Wilson posted a statement on his Instagram, Twitter and WhatsApp, saying comments attributed to Frith were unfortunate and have cast doubt on his character and business acumen.
Wilson said that Frith had chosen not to retract the comments, despite being urged to do so. Therefore, he had no option but to “exercise all legal options available to me to protect my reputation”.
Wilson also said he had instructed his attorneys to commence legal action against Frith, which includes seeking out all of Frith’s assets with a view to securing them in anticipation of a court award.
Subsequently, a post over the handle @kingfrith under Wilson’s Instagram message requested that the comment be taken down or else evidence of everything that was in a leaked WhatsApp conversation would be released.
The comment was subsequently deleted.
Frith then made a post to his Instagram account shortly after 12:00 pm stating, “I really don’t like publicity, but…,” with an hour glass emoticon next to it.
Nearly an hour later, Wilson made another post titled ‘Update regarding the matter with Mr Kevin Frith’, which stated that a meeting would be held yesterday to resolve the business matters. Wilson deleted his original legal action threat from his Twitter account.
“The recent developments over the last week have been unfortunate. Since my post this morning, several of my respected business partners have reached out to arrange a sit-down meeting with Mr Kevin Frith, and I am open to it,” Wilson stated.
The events come at a time when iCreate’s audited financials are yet to be published and iCreate’s move to acquire video board advertising company Visual Vibe yet to be finalised. iCreate had indicated on April 26 that it would seek to publish its audited financial statements and annual report by May 31.
Neither document had been published up to press time.
The delay comes at a time when there are observed gaps in the fourth and first quarter unaudited quarterly reports. The fourth quarter report’s executive summary said, “We expect the Visual Vibe acquisition to be concluded effective Jan 1, 2023.”
The notes to financial statements in the fourth quarter unaudited report also stated, under subsequent events, “On January 1, 2023, iCreate Limited closed the acquisition of 100 per cent ownership in Visual Vibe Limited.”
However, the executive summary of the first-quarter report ending March 31, 2023, said, “The company remains engaged in the process of acquiring Visual Vibe Limited. Activities are advanced and the transaction is expected to close in the second quarter. The acquisition of Visual Vibe is central to our growth strategy as it will extend operations into a new adjacent market and materially increase the company’s overall financial results.”
The Visual Vibe acquisition was posted on June 29, 2022 and was supposed to cost iCreate US$4 million. Visual Vibe was founded by Aldrick “Allie” McNab.
iCreate had intended to have a rights issue which was expected to bring in $425 million to fund the acquisition and pay down on a bond. However, the company held an extraordinary general meeting last November at which it sought permission to raise US$2 million and for the company to authorise ordinary shares of iCreate to be issued to a special purpose vehicle controlled by the shareholders of Visual Vibe for a consideration of US$2 million.
iCreate raised $484.25 million in convertible debt financing which was subsequently converted to ordinary shares.
This debt-to-equity conversion pushed iCreate’s ordinary share capital to $610.74 million which is above the $500 million cap for Junior Market companies. It is yet to move to the Main Market of the JSE.
While iCreate earned revenue from the Development Bank of Jamaica as a business development organisation, the programme came to an end on May 5, as per a release from the bank’s Managing Director M Anthony Shaw.
iCreate also has an $80-million real estate development under non-current asset on its balance sheet related to The Chalet, which is to be developed on Bengal Beach, St Ann.
The company’s stock price is down 30 per cent year-to-date to $1.24 with a drawdown from the 52-week high of $4.90. This leaves it with a market capitalisation of $1.12 billion.