iCreate CEO Tyrone Wilson is taking issue with a letter purported to have been written by a group calling itself JSE Investors United in which certain damning allegations were made against him regarding the operation of his company to the Jamaica Stock Exchange (JSE) and the Financial Services Commission (FSC), with the group even pointing fingers at the regulators for not doing more to secure the investments of unsuspecting investors.

Wilson, who reached out to the Jamaica Observer in the wake of the allegations, said they were mostly “false and misleading” and offered his side in a tell-all interview, questioning why anyone would think his regulator, the JSE, would sit back and watch him operate in a rogue manner.

“What we want to really address are the market rumours surrounding iCreate,” he began, as he acknowledged that the contents of the letter that was dated June 14, 2023 were “hurtful”. Apart from being sent to the regulators, the letter was also copied to various media houses.

It made six allegations in the complaint against Tyrone Wilson and iCreate Limited, ranging from inaccurate and misleading financial reports, delays in financial reporting, reporting false company news, stock price manipulation, mismanagement of receivables due from related parties, and insider trading.

A clearly unsettled Wilson said he did not know who is behind the content of the letter, but has offered an invitation for the author(s) to meet with him to talk about the concerns.

But Wilson, while saying he doesn’t want to “set a bad precedent trying to respond to an anonymous group”, said he thought it was prudent to do the interview, given iCreate’s size and the “nervousness and scepticism among investors” in the wake of the multi-billion dollar fraud that was uncovered at Stocks and Securities Limited earlier this year.

“The first thing I would say is that [the claims] are false and misleading,” Wilson said.

“iCreate is a publicly traded company. We are on the Jamaica Stock Exchange… our market is… highly regulated. Any of these issues that are being outlined about iCreate would have been picked up by our regulators a long time ago. Companies are not allowed to be so rogue in the space. So we have to be careful about this type of misinformation,” he continued.

But for JSE Investors United, both the JSE and its regulator, the FSC, has offered nothing but poor oversight, allowing iCreate to mislead the public from the onset of its prospectus with the practice continuing for the five years it has been in operation, especially with large discrepancies between the unaudited fourth quarter results and the audited financials.

We asked if the JSE has contacted him in any way since the letter was sent.

“I’m not going to speak directly on that, what I will say is that nobody is trying to give credence to an anonymous group. I am doing this interview because iCreate is a small company. We are a start-up. We do not have some of the internal muscle that other larger entities would have to protect themselves from attacks such as these.”

Asked to explain further, Wilson outlined that the internal muscles he refers to are public relations strategies or legal strategies.

“We are a young company, and we do not have that complex and robust build-up at this time, unfortunately, and when rumours like this happen, it hits your stock price immediately.”

The Business Observer reached out to the JSE. Its Managing Director Marlene Street Forrest confirmed that they did receive the letter and referred this reporter to the Regulatory and Market Oversight Division chief Andrae Tulloch. However, Tulloch, when asked if he or anyone in his department had reached out to Wilson about the allegations, would only say, “Where there are any matters regulatory that is ongoing, the policy is not to speak on it.”

Pressed further to confirm if any contact has been made, Tulloch said he “can’t speak on a matter that we are looking at. That’s the most I can say on it”, indirectly confirming that the JSE is looking into the claims.

Still, Wilson did not shy away from the claims, starting first with the losses the company has racked up since inception and the huge differences between the results released in the fourth quarter and those in the audited financials, but said it was down to a difference of opinion between the management of the company and the auditors.

“COVID changed the quality of the company’s receivables since we were selling courses to students. So when the pandemic came and had people out of a job, the money the students owe is seen differently by the auditors from the management. We felt we could collect our monies. We know the students. The auditors were not looking at it like that. They were looking at the COVID scenario and the credit ratings of the students, and they weigh that heavier than we were weighing it. Management is always going to try and weigh it in an optimistic way,” he said as he pointed out that “there were certain business dealings which we thought would have continued, but the auditors saw it differently”.

“The auditors don’t work off optimism. They work off black and white. It’s not anything misleading,” he pointed out as he continued to address why the losses shown in fourth quarter results were smaller than those in audited financials.

“We’ve had issues as a company during COVID. Financially, it is no secret because we are a publicly traded company. We’ve had $40 million in losses in 2019, $20 million in losses in 2020. We’ve had little or no cash in the bank and so forth. These would have hampered our regular daily business. Again, I will say we have a financial market. We have a market that regulates us. The stock exchange doesn’t allow us to just go about and be late and this and that, you have to update your shareholders, you have to make disclosures to the market, and you are also penalised for it at times,” he said as he addressed the complaint about delays in financial reporting.

He said his company has weathered a Category 5 hurricane and is now looking out at better times, especially with the completion of the acquisition of Visual Vibe.

That acquisition, he said, contributed to his company being late in releasing its audited financials for 2022. That was due at the end of March, but three months later is still outstanding.

He said it was due to “a number of resource challenges, especially as we worked to conclude the acquisition of Visual Vibe… all our resources went into that. The team is now focused on completing the audit, I mean, obviously we have nothing to hide where that is concerned. The audit team is in now, and we are working on completing the audit. This is something the board is pressing to get done. It has to be done, we are a publicly traded company and the audit has to come out.”

iCreate has not provided a new timeline for the release of its audited financial statements and annual report, but the company’s available unaudited reports for the fourth quarter and first quarter have drawn additional queries. iCreate’s initially released fourth quarter report in February showed total assets for 2022 of $852.93 million, with cash and cash equivalents of $334.90 million and investments of $331.96 million. However, the first quarter report released in May show total assets of $697.93 million for 2022, with cash resources of $487.86 million and investments and other non-current assets of $10.18 million.

The group also claimed that Wilson used iCreate to acquire smaller entities created by him and his friends without disclosing the conflict of interest, saying it raises serious questions about transparency and ethical business practices, but Wilson said the claims were again false and misleading.

“There are a lot of things people are mixing up because I am involved in multiple companies — eMedia which owns part of iCreate, Kintyre Holdings, Parallel that is not part of iCreate — and oftentimes they might mix up these things.”

“So when individuals would go and say in this letter, for example, that we did not disclose our relationship with GetPaid when we were acquiring the business, that’s false and misleading. We have recordings and minutes from our EGM [extraordinary general meeting] when we were talking about an M&A [mergers and acquisitions] strategy when I mentioned to them that I am also the chairman of Mobile Edge which is now GetPaid. They also mentioned that I did not speak about my relationship with Parallel and iCreate. In our disclosure in April 2022 and in subsequent media interviews, I made it clear that I am a shareholder in Parallel and that company has taken the lead role in the project, with iCreate taking a stake in the development.”

He said the company has had numerous extraordinary general meetings in which all the strategies were outlined and the relationships between himself and each company, and the relationship among the companies were disclosed, even those which fell through, such as the creative city that was planned for New Kingston.

“These guys are either shareholders who are not coming to the general meetings or they are not shareholders and are just set out to create mischief,” Wilson said as he pointed out that shareholders who vote to approve the boards plans to execute acquisitions almost always voted overwhelmingly for them.

“We run a business, a publicly traded company and our M&A strategy is a very complex one that involves a number of key players who are well informed and sophisticated, with investors with strong analytical teams that have decided to come into business with iCreate. This is not a matter of trying to form any criminal enterprise. I have no idea where a lot of these allegations are coming from. They are false.”

The group also spoke to the accuracy of information being released by the company on its M&A strategy and its impact on its stock price. iCreate had released its unaudited fourth quarter report, which stated that it had closed the acquisition of Visual Vibe on January 1, but the unaudited first quarter report revealed that it was expected to be completed in the second quarter. News on the conclusion of the Visual Vibe acquisition came out on June 9, a day after an online battle with Kevin Frith, the CEO of Ideas Execution, another company Wilson tried to acquire earlier this year before those plans were abandoned by the parties involved.

We asked Wilson about that deal, but he said, “I am not going to comment on the situation with Kevin. We’ve put out a joint statement in the space and that covers everything as it relates to our matters.” That statement said the two businessmen were moving on.

The group had also said that Wilson seemed to time good news about the company to coincide with the release of bad financials, but Wilson again was dismissive.

“Anybody who is running a company would always want to soften the negative news. That is not criminal activity. That is not something to report to the FSC or the JSE. If your financial is bad, of course you would want to put out a little good news to soften it, that’s not a crime. There is nothing wrong with that… these are things that every company does. They time the news. What we have to do is ensure we remain within the rules of the JSE.”

On the issue of the manipulation of stock price, he was equally dismissive of the claim.

“I honestly don’t know how someone will get information such as that,” he said as he pointed out that he does not buy or sell iCreate shares.

As it was pointed out that iCreate started 2022 with a stock price of about $0.80 after listing at $1.01, but that the price reached $4.90, it was understandable that people were questioning the fundamentals behind the rising price, especially with the losses the company was making, but Wilson said it was down to plans presented to shareholders and “the market loved the plans and that pushed the market price up towards $5.00”.

He said those who are spreading the false and misleading information have “several mediums to deal with grouses and that he is available anytime for anyone to discuss any matter pertaining to iCreate”.

“Anyone from that group who would want to sit with me, I am asking them to reach out, I am not difficult to get, but any conversation will be within the rules and guidelines of the JSE.

“Nothing is wrong with shareholder activism. We encourage it. It’s your money and if you have invested your capital in this company and you feel like things are not happening how you want it to happen, I would recommend that you reach out to get clarifications, but don’t go the route of misinformation,” which he says tarnishes himself and iCreate.

“It’s disheartening when I see it. It is just an indication of the nastiness that can happen in social media… and make you feel like you just want to give up. I mean, we are human beings. I am trying to build the business and make a living for myself.”

“It has caused a lot of stress. I have sickle cell disease and stress and sickle cell disease don’t go hand in hand.”

He said he’s had to lean on friends and family for support.

“It is not easy,” Wilson said, but he said he has been a fighter all his life and will continue to fight and grow the business for investors. Wilson added that with the acquisition of Visual Vibe now complete, he will be announcing some exciting plans in the near future as he looks to move on from this latest setback.