Post by
jackle12 on Aug 03, 2013 3:40pm
Astra shares website puzzles watchdog
Astra shares website puzzles watchdog
by: Rebecca Urban
From: The Australian
July 27, 2013 12:00AM
AUSTRALIA'S corporate watchdog is looking into a mysterious Central American website purporting to offer shares in a troubled resources company that has raised tens of millions of dollars from local investors.
The Australian Securities & Investments Commission is understood to be actively investigating fundraising activities by Astra Resources, a London-based outfit with extensive local operations that claims to control an extensive portfolio of mining and technology assets.
The investigation comes as questions have emerged in recent days about the company's financial health, after its auditor declined to offer an opinion on its latest accounts.
As The Weekend Australian has reported, Astra is also facing allegations from a former director that previous fundraising documents issued on behalf of the company contained "significant misleading and false statements".
The allegations were made in the affidavit of former director Richard Walker, which was filed in the Federal Court of South Australia in May. Although Mr Walker later filed an additional affidavit correcting some "unintended inaccuracies" contained in his first affidavit, and both affidavits are yet to be tested in open court, it is understood that ASIC has been closely monitoring the company for "some time".
A spokesman for the regulator declined to comment.
"It is standard policy not to comment on operational matters, and that includes whether we are investigating somebody or not," the spokesman said.
Astra, which was founded in Adelaide by marketing executive Jaydeep Biswas and his business partner Silvana De Cianni four years ago, is understood to have been actively seeking funding from Australian investors in recent months in a bid to float on the main board of the Frankfurt Stock Exchange.
The company, which has more than one billion shares on issue, is currently listed on the unregulated GXG Exchange in Europe. Its shares, however, are suspended from trading pending the release of a prospectus.
The website www.buyastrashares.com emerged a week ago and purports to offer the opportunity to invest in Astra Resources.
Registered under a protected domain name that appears to be set up in Panama, the site carries a disclaimer saying that any shares sold "are not an offer from the company, its directors or related parties" but rather "minority shareholders".
"Via our broker network you will pay less than 1.75 ($2.50) per share," it says.
"Depending on how many shares you want to purchase your broker will be able to discount the price even further."
The website claims that Astra is "major multi-resource company" with a business model that "provides multiple revenue streams".
It provides links to independent valuations that have calculated the company's assets at up to 41 billion ($57bn).
Astra's latest financial accounts, filed with the Companies House in Britain on July 24, paint a starkly different picture.
The company posted an 8m loss during the year ended June 30, 2012, having brought in no revenue.
Its auditor declined to express an opinion on the parent company's financial statements as the complex ownership structure of its controlled entities had left it "unable to ascertain sufficient appropriate audit evidence regarding the accuracy of the parent's interest in them".
Astra's 2013 accounts have not yet been filed.
While Astra has declined any involvement in, or knowledge of, the offer, the company's website suggests that if any share transactions do occur they might require the approval of the board.
"Following an extraordinary general meeting of members on 26 September, 2012, resolutions were passed permitting off-market sale and purchase of shares on a private treaty basis at the full discretion of the board and advice from its legal advisers," it says.
The company's lawyer Niren Raj, who was yesterday appointed to the board, said Astra had not been aware of the website.
"It appears to be a broker. However, our client cannot at this point identify those who are selling their shares," Mr Raj said.
"There is no restriction on minority or any other shareholder selling or buying shares."
Mr Raj said that his client was unaware of an investigation by ASIC.
"There has been no correspondence from ASIC in recent times," he said. "Our client has not been notified of any investigation."
Astra is thought to have raised between $35 million and $50m from Australian investors in recent years.
The company yesterday announced that it had entered into an arrangement potentially to acquire 60 per cent of a company called Balaton Power, which is listed on the OTC Bulletin Board in the US.
Astra said the deal, when consummated, would provide it with a shareholder base in North America and an opportunity to list in that market.