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ADSLOT LTD. — Board/Management Information 2007
Oct 16, 2007
64306_rns_2007-10-16_76a8f160-1882-4eaf-b61c-91fc547fc3b4.pdf
Board/Management Information
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ABN 70 001 287 510 Level 3, 95 Coventry Street South Melbourne Vic 3205 Australia Phone + 61 3 8695 9199 Fax + 61 3 8695 7000
Letter from Ansearch Directors and a Shareholder representative
Melbourne: 17 October 2007
Ansearch Limited (ASX:ANH) advises that the attached letters have been circulated to Ansearch shareholders by the writers. They relate to the forthcoming General Meeting on Monday 22 October 2007.
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Jan Macpherson Company Secretary
For more information:
Robert Edge Jan Macpherson CEO, Ansearch Company Secretary Tel: +61 (0) 438 530 530 Tel: +61 (0) 419 940 558 Email: [email protected] Email: [email protected]
About Ansearch
The Ansearch group of companies generates revenue mainly by selling advertising space on a growing network of search engines, portals and popular websites. The Company originally provided this suite of products and services through its own search and directory websites, and has since extended its network and audience reach to include the distribution of advertising to third-party Australian, US and UK based search engines, websites and third party advertising networks.
With the recent acquisition of Webfirm (http://www.webfirm.com.au) and Searchworld (http://www.searchworld.com.au) the company can now provide the most 'complete' range of online media solutions to SMEs.
October 16, 2007
To the shareholders of Ansearch:
This letter is to offer my perspective on the issue of the directorships of Mr. Glenn Ridge and Mr. Terry Grigg now under your consideration. My decision to support Mr. Ridge and Mr. Grigg has been carefully considered, and is based on my professional assessment of them both, combined with my over 20 years of experience as a corporate officer of early-stage technology companies.
A number of the companies with which I have been associated, including Microsoft, Ashton-Tate, Gupta Technologies and Asymetrix returned significant value to their shareholders. Others should have done so, but did not. Many of those failures occurred when the strategic vision, core technology, business plan and external market conditions were aligned for success, but friction arose between the founder(s) and the next-generation of executives.
In my view, in the case of almost every successful technology company, the greatest success is achieved only after the introduction of experienced, professional executives. I believe that it is then that the checks and balances are in place to ensure that new technical visions are fairly considered, but only within the context of contributing to the continued growth of the business.
In my estimation, Glenn Ridge and Terry Grigg are exactly the type of serious, experienced executives Ansearch needs as its chairman and director, respectively. The company’s recent results document that you, the shareholders, now have a board of directors and an executive team that can work together on both technology and business fronts to take this company forward to new levels of success. I believe the attached letter from the Ansearch senior management team also endorses this position.
I ask that you join me in giving Mr. Glenn Ridge and Mr. Terry Grigg your full support. Please ensure you vote at the meeting or complete and return your proxy by the due date.
Sincerely,
E. Charles Ellison III Director, Ansearch Limited
19th September, 2007
The Board of Directors Ansearch Limited Level 3, 95 Coventry Street South Melbourne VIC 3205
Page 1 of 2
An Open Letter to the Ansearch Board from the Management team
The purpose of this letter is to clearly and openly document the position of the undersigned members of the Ansearch management team and key senior staff with regards to Dean Jones’ continuing ill-advised efforts to replace key members of the Ansearch Board.
The management team, as undersigned below, strongly support retaining Mr Ridge and Mr Grigg as directors and believe they are fundamental to Ansearch and its ongoing business and operations.
The Explanatory Statement issued by the Company uses the words of Mr Jones relating to ‘lack of leadership, understanding of the online market, lack of vision and unity’ to name but a few. The undersigned Executives and Managers refute these statements, and unanimously state that the business has never been under better leadership and we believe this is supported by our current financial performance.
The reality is that the Ansearch management team is comprised of key individuals who each have long-term track records of producing profitable outcomes from online businesses. The profits that Ansearch delivers today and into the future are the product of a team of people who are totally unified in their strategic vision for the business and we reiterate our view that Mr Ridge and Mr Grigg have been outstanding leaders, and their continuity is paramount.
Within Ansearch the future has never looked brighter, particularly under the leadership of Mr Robert Edge as CEO. It is the management teams collective view that Mr Edge would not be retained as CEO should the motions initiated by Mr Jones be carried by the shareholder vote and we hold grave concerns about the consequences of this possible outcome for the business.
We believe that there is no reason to put our business at risk by forcing change today, especially when it is only since the departure of Mr Jones that Ansearch’s business fundamentals have finally turned the corner.
In light of the management teams’ commitment, experience and passion, and the risk to the overall business posed by the unwarranted destabilisation of a now profitable enterprise, we believe it is in the interest of all Ansearch shareholders to vote against all three motions. Mr Jones should be made aware, as should all shareholders, that should these motions be passed it will undermine the confidence the management team has the in long term future of the business.
Yours faithfully,
Mr Andrew Beecher – Director of Sales and Marketing
Mr Joshua Edis – Chief Operations Officer My Phillip Simpson – Financial Controller Mr Tim Ward – General Manager, Media
Mr Anthony Wolf – General Manager, Consumer
Mr Jon Mak – National Sales Manager Mr Ben Lodge – Advertising Operations Manager
Mr Andy Ulery – Senior Account & Business Development Manager
From: Peter Jermyn Director, Ansearch Limited
Dear Ansearch Shareholder,
As you would now be aware, Ansearch is holding a General Meeting of shareholders on the 22[nd] of this month.
I am writing to you personally, in regards to this meeting, to outline my own thoughts and to highlight some of the issues surrounding it. I apologise, in advance, for this letter being both lengthy and hard hitting but the issues and the outcome are just too important for the ongoing success of your company to take the brief approach.
Dean Jones, the founder of Ansearch, requisitioned the General Meeting to seek your approval to appoint himself as a director of the Company and to your similar approval, to remove current directors, Glenn Ridge and Terry Grigg.
It was my earlier view, that this matter should be decided by shareholders without the involvement or persuasion of either the Company itself or the nonaffected directors. Certain events, including the urging of substantial and significant shareholding groups and letters to you from both one of my codirectors, Terry Grigg and from certain members of staff has, however, prompted a change of mind. Several statements made in those letters are, in my view, erroneous or slanted and should be addressed while it is overwhelmingly apparent to me that shareholders want the founder and largest single shareholder to remain actively involved in the continuing development and running of the Company.
As the corporate initiator and former Chairman of Ansearch I have worked closely with Dean Jones since the inception of Ansearch. He is, in my opinion, a person of extraordinary capability, vision and drive. Without, question, he has been the singularly most important cog in the growth, development and success of Ansearch. The Company is what it is today because of his talents, energy and ability and will be, in my opinion, a significantly lesser company without his involvement.
During my 30 years of public company experience, I have encountered very few people heading companies who, I truly consider as insightful visionaries in their respective industries. Very few people with the rare ability to almost, single handily, initiate a concept and to grow and build that concept, or that company, into a real industry powerhouse – someone who totally understands their business sector, knows how to capture it and to then fully commercialise and monetise it – Dean Jones is one of those people.
Dean Jones does not believe that either Glenn Ridge or Terry Grigg has the necessary skills, corporate and public company experience, industry knowledge or the foresight and commitment to develop and grow Ansearch into the dynamic company he both planned and envisioned. With some disappointment, I have to say that I now share that view.
Unfortunately in its simplest form, this is an election between the talents and inputs of Dean Jones, on one side, and Glenn Ridge and Terry Grigg, on the other – who can contribute most to the growth of Ansearch. This is not about Ansearch itself or the people, it is simply about whom, of the two groups (Jones or Ridge and Grigg), are more able to and more likely to grow and create success for the Company and for you.
The answer is, in my opinion, extraordinarily clear. There is simply no comparison between the two groups as to proven skills, committed input and performance abilities to grow and prosper Ansearch. On any comparison, Dean Jones is significantly more important to the future of your Company.
Several important and relevant matters should be brought to your attention prior to voting. These points are set out below and detail some concerns regarding Glenn Ridge and Terry Grigg, and to the erroneous comments made by Terry Grigg in his recent letter to shareholders.
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I have been on the Board with Glenn Ridge and Terry Grigg since they were both appointed in mid 2005. With due respect, their involvement and contribution to the Company and its growth during this time has been minimal and uncommitted.
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Neither of them contributed or assisted, in any way at all; to the capital raisings undertaken by the Company; in sourcing any new project opportunities or partnerships or; in growing Ansearch.
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Neither of them has shown any financial commitment to the Company or a desire to acquire any significant shareholding in the Company.
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On two separate occasions when he perceived a difficult corporate challenge, Glenn Ridge handed in his resignation. Each time I had to suggest to him that he should stay.
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On the day prior to the appointment of himself as Chairman, Glenn Ridge together with Terry Grigg agreed to resign - only to dishonour that undertaking the following morning.
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Glenn Ridge took an opportunistic and inappropriate method of installing himself as Chairman.
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Glenn Ridge inferred he would not support or would delay the signing of the Webfirm acquisition agreement unless he was appointed Chairman
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Glenn Ridge together with Robert Edge, the recently appointed CEO, staged a “coup” with Andrew Beecher, the newly appointed Head of Marketing, to further their own respective positions. In correspondence to both Glenn Ridge and Robert Edge on 19 May 2007, Andrew Beecher states to Ridge and Edge – “You both seem to forget that I have been, to some extent, a pawn in this coup. Think what sort of personal relationship I’m now meant to have with Peter” (Jermyn)
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At that time, and only after being in the position for only a few weeks, Andrew Beecher resigns as Head of Marketing with Ansearch but with the backing of Glenn Ridge and Terry Grigg is, however, given a new, lucrative Consulting Agreement with the Company. The new agreement allows him to work considerably less hours and with less commitment for much the same remuneration.
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The letter from management that was sent to the ASX recently (and presumably yourselves) claiming support for Glenn Ridge and Terry Grigg was organised and signed by the same Andrew Beecher, placing in serious question the motivation, impartiality and the appropriateness of that letter.
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One-week after the Andrew Beecher “coup” letter to Glenn Ridge and Robert Edge, ASIC releases a summary of a damning Supreme Court judgement on Robert Edge. Given the circumstances it is both relevant and important that parts of the Judge’s Conclusion in that trial are outlined here:
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“In my opinion, the evidence establishes that for a period of some years, the defendant repeatedly contravened numerous significant provisions of the Act and Regulations in relation to numerous companies. His chronic and widespread failure to comply with the statutory requirements to maintain proper books and records (including books of
account), prepare and lodge half-yearly and final accounts and statements, hold and advertise meetings, and prepare and lodge s.533(1)(c) reports, cannot be viewed as mere technical or administrative default. Rather, the defendant’s repeated contraventions struck at the heart of the statutory regime designed to ensure the liquidator’s accountability, to facilitate the audit and review of his conduct and to inform and protect members, creditors and the public. Similarly, the defendant’s failure to advertise meetings, lodge minutes, prepare adequate s.439A reports and ensure that DOCAs were duly executed was conduct prejudicial to the creditors and members of companies of which he was administrator or deed administrator.” And “I am satisfied that, by reason of the matters discussed in detail above, the defendant failed faithfully to perform his duty as a liquidator, and has conducted administrations in a manner prejudicial or potentially prejudiced to the creditors and members of the relevant companies. The entrenched pattern of contraventions and dereliction of duty has demonstrated his unfitness to conduct liquidations as the representative of the Court or to exercise the extensive powers of a voluntary administrator or receiver. The defendant’s attitude to ASIC’s
investigation was needlessly uncooperative. He was not a conscientious, candid or reliable witness. The evidence establishes that the defendant has failed to maintain the high standards of impartiality, probity and competence demanded by his important fiduciary office. In my opinion, the defendant should be removed from those offices he currently holds and should be prohibited from holding the office of liquidator, provisional liquidator, voluntary administrator, deed administrator or receiver for a period of ten years.” For the full transcript see:
- http://www.austlii.edu.au/cgi bin/sinodisp/au/cases/vic/VSC/2007/170.html
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Despite the obvious and damning nature of the judgement, Robert Edge received overwhelming support from Glenn Ridge and Terry Grigg at the time and they continue to laud him and support his position.
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Despite concerns expressed to Glenn Ridge and Terry Grigg about the questionability of Robert Edge’s position and of the full extent of the Court findings, neither of Glenn Ridge nor Terry Grigg bothered to or cared to read the Court transcript or to make any enquiries concerning the judgement or take any other action.
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Within days of the lodgement of the Section 249D notice by Dean Jones, Glenn Ridge and Terry Grigg resolved to suspend him and thereby place the Company in a possible damages action and jeopardise a number of potentially lucrative US relationships and opportunities.
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In simple terms, they suspended Dean Jones, the Company founder and builder, for no stipulated reason but, supported their recently installed CEO, despite a damning judgement by the Court and a 10-year ban imposed on him by the Australian Securities & Investments Commission.
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The suspension of Dean Jones was initiated by Robert Edge and was based on nothing more than highly questionable innuendo and suspect hearsay.
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Despite requests from Dean Jones and his lawyer and further demands from myself at Board level, no written outline of the allegations or any description or evidence of those claims or allegations has been provided, whatsoever, to either the Board or to Dean Jones by Glenn Ridge, Terry Grigg or Robert Edge.
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After undertaking to provide a written report to the Board on the Dean Jones ‘suspension’, Robert Edge failed to provide that report and failed to provide even a shred of evidence to support his allegations. Edge has consequently and embarrassingly now been forced to withdraw the ‘suspension’ but has still left Ansearch with the overhang of a damages claim.
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Glenn Ridge and Terry Grigg have shown little understanding of or support for the US operations initiated by Dean Jones and little or no comprehension of the massive and strategic opportunities and lucrative returns there.
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The substance and claims of the Terry Grigg letter are not supported by either fact or performance.
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Glenn Ridge, as Chairman, oversaw the preparation and lodgement, to both the ASX and to shareholders, of the Notice calling this General Meeting. Both the Notice and the attached Explanatory Memorandum, contained substantial and misleading errors in each of the 3 resolutions. Each of those mistakes, (previously highlighted by myself to Glenn Ridge), had the effect of unfairly advantaging the positions of himself and Terry Grigg.
Dean Jones is the founder and the largest single shareholder in Ansearch. As such he has both the most to win and the most to lose on the success, or otherwise, of the Company. He is in very much the same position as you. His reward comes through the appreciation of the share price. Not so with either Glenn Ridge or Terry Grigg who together hold little stock.
Statistics overwhelmingly support the view that companies are better equipped, more successful and more prosperous when founders are involved. I
refer you to a very recent Cover story in the US Newspaper, USA Today “Companies, investors tend to prosper when founders remain at the helm” That lead article highlights comparisons and gives reasons why companies are more successful under the founder’s direction. For the full article see: http://www.usatoday.com/printedition/money/20070822/founder_ceos.art.htm
I believe it is imperative that all shareholders support Dean Jones in this matter. As the director who has raised all of the growth funding and development capital for and in the Company, I can advise you that the Company’s underwriters, brokers and financiers – those who have put their money behind the Company from the commencement - overwhelmingly support Dean Jones and have advised that they will vote in his favour.
I urge you to do likewise. Tick the ‘For’ box on the proxy form for all 3 resolutions and return by following the instructions or, if attending the meeting in person, vote in ‘favour’ of the appointment of Dean Jones and vote in ‘favour’ of the removal of both Glenn Ridge and Terry Grigg.
Yours faithfully,
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Peter Jermyn October 2007
9[th] October 2007
Dear Fellow Ansearch Shareholder,
I am writing this letter to you not only in relation to the forthcoming General Meeting of shareholders but in the interests of the Company and the shareholders alike.
You would be aware that I requisitioned this shareholders meeting to seek your endorsement for my election to the Board and to similarly seek your support to remove two of the current directors, Glenn Ridge and Terry Grigg.
The background and reasons I have called this meeting and, in turn, my request for your support is outlined herewith. I sincerely hope that by the conclusion of this letter you will have accepted my position and vote with me on these very important resolutions.
For those of you who don’t know, I started Ansearch nearly 4 years ago. In September 2004, Optum Health Ltd, a Company listed on the ASX, acquired the then private company. I became the Company CEO and its largest shareholder. Over the next 3 years ending September 2007, myself and the team involved with, or selected by, me built and developed the Company into an emerging and successful search engine and progressively into the dynamic and successful on-line media company it is today.
Many of you would be aware that my team and myself have achieved some quite remarkable milestones over the past couple of years. We became, for instance, the only company in the world – big or small, with significant global agreements with both Google and Yahoo. We also over this time became one of Australia’s largest players in the search space which, in turn, provided Ansearch with both the credibility and ability to take its brands and products into the US and later this year into the UK.
All of this was achieved in difficult circumstances and against a background of very restricted funds. It should be remembered that Ansearch was not an IPO. It didn’t start life with a pool of money or the $4.1 million dollars it has now in the bank. It had several other existing businesses and projects that it had to manage and gradually divest prior to aggressively striking out as a start-up search engine company.
It was really not until the period between November 2005 (when the Company changed its name and consolidated its capital) and February 2006 (when the Company raised approx $1 million) that life really started for Ansearch Limited. From that point, we impressively and progressively built quarterly sales revenues from a near zero start to the $4.78m experienced in the June 2007 quarter and the $6.35m in the recently completed September quarter.
Why did I step down? The answer is initially quite simple but has then, unfortunately, developed into the more complex and agitated position we have leading up to this meeting. During the early part of 2007 it became glaringly obvious to me (and to Peter Jermyn, our then Chairman) that the major lucrative opportunities for the Company lay in the US. The growth and the dynamics for Ansearch were in the significantly larger marketplace of the US. If we wanted to become a billion dollar company, if we wanted to find massive traction and stock market appeal we simply had to have a substantial presence there. To do that successfully, one of the Company’s senior managers needed to be domiciled there on, at least, a semi-permanent basis. With my previous experiences and industry partner relationships already established there (including
some of Ansearch’s largest current partners), it was preferable that I headed up the US operations (initially at least). The Company then needed to source and attract a quality US manager of experience, integrity and substantial ability. After a lengthy selection process I was fortunately able to find and secure that person and the decision was made for me to relocate to New York and in conjunction with the new manager, commence and oversee the full scale US operations.
With my planned relocation to the US, my continuing role as the Ansearch CEO became logistically difficult. A view was taken that the most workable remedy was to appoint a joint CEO - with myself being responsible for project initiation, growth and development and the US operations and the new joint CEO, being responsible for corporate management and finance. Peter Jermyn and myself then set about sourcing possible candidates for that financial management role.
At that same time the Company was in the final due-diligence stage of reviewing the acquisition of Webfirm, a Perth based web design and development company. Peter Jermyn and myself had successfully negotiated a purchase of that company subject to various matters including financial investigation. Ansearch had appointed major chartered accountancy firm, Ernst & Young to conduct the bulk of that work but required its own person to sit inside Webfirm and conduct an internal review. The company appointed accountant and receiver Robert Edge on a three- month consultancy contract to undertake that task. The three-month consultancy also allowed Ansearch the opportunity to review Robert as a possible candidate for the joint CEO financial role.
Part the way through that appointment Glenn Ridge and Terry Grigg decided for, reasons known only to them, to push for the immediate appointment of Robert as CEO. Peter Jermyn and myself considered that the consultancy period should be allowed to run its course and the Company allowed time to complete its review of other CEO candidates. Shortly thereafter, Glenn, with the support of Terry, pushed unexpectantly and aggressively for his appointment as Chairman. This was despite Glenn never previously flagging such interest and indeed without him ever having previously displayed any real interest, commitment or enthusiasm in or to Ansearch. Without going into the specifics too much it is relevant to say that Glenn saw it as appropriate that he and Terry withheld their consent to the Webfirm acquisition until and conditional upon him being elected as Chairman. He seized the moment to opportunistically gain the Chairmanship when as a director his previous contribution had been negligible and when less than 24 hours earlier he had agreed that he and Terry should resign.
Within a very short space of time after the “appointments” of Glenn as new Chairman and Robert as CEO, both ASIC and the Supreme Court released the findings on the trial of Robert Edge. I won’t go into details on this here but simply refer you to http://www.austlii.edu.au/cgi-bin/sinodisp/au/cases/vic/VSC/2007/170.html . In summary it is a very alarming judgement, which gave me very serious reasons for concern. Those concerns were raised with the Board on both an immediate and a continuing basis. It is interesting and disturbing to note that of the Board only Peter Jermyn showed my equal concern.
It was against this backdrop that I decided to re-consider my position. There was a significantly lessening of the acceptance of myself and my role in the Company by Glenn, Terry and Robert and to be truthful, a strong lessening of my belief in Glenn and Terry’s abilities to successfully grow Ansearch. This set a pattern for future Board discussions with a growing awareness on my part that, regardless of the merit of issues or the validity of arguments brought to the attention of the Board by myself, the Board
would now vote almost completely in a partisan fashion. In this light it was neither constructive nor sensible to remain on the Board.
I consequently resigned as a director in July and considered disposing of my shares. I decided that in the best interests of the Company that I reduce my role to that of consultant to the Company generating new growth opportunities in the US and in developing further the partnerships I had previously arranged.
Shortly after arriving in the US to set up Ansearch USA I found the relationship with Glenn, Terry and Robert had become more difficult with all three showing little understanding or respect for the opportunities or the achievements gained in the US. After formally requesting that Glenn and Terry resign from the board, on August 20[th] , 2007 I decided to let shareholders determine who had the greater abilities, conviction and commitment to run your Company and make it grow and prosper like it should. Consequently I called for this shareholder’s meeting. Ironically and disturbingly almost instantaneously, Glenn and Terry (with the support of Robert) resolved to ‘suspend’ me from any involvement with the Company (and to date despite this groundless suspension being lifted, I have not been provided with the reasons or supporting evidence of any wrong doing.) On September 30[th,] my contract with Ansearch expired and has not been renewed.
So there you have the reasons for my actions. Before making yours there are some further points, highlighted below that I believe you should consider.
The facts behind the recent Quarterly results.
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♦ The September 2007 Quarterly sales results showed an increase of $1.56m from the June Quarter. While this is an impressive number, it results almost entirely from two divisions within the group - the recently acquired Webfirm (and SearchWorld subsidiary) and the Ansearch US operations.
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♦ It should be remembered that I established the US operations (in July 2007) and was responsible for its growth.
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♦ I also initiated and secured the acquisition of Webfirm.
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♦ These two new divisions collectively generated more than $2m of sales revenue for the group during the September quarter. With the reported increase being approx. $1.6m, it would appear that the remaining divisions have, therefore, either flat lined or gone backwards during the same period.
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♦ Given that the divisions, apart from Webfirm and the US operations, have not contributed to quarterly growth, recent escalation in costs (around $80,000 per month or $1.0m per year) must be considered both unnecessary and unwarranted.
Glenn Ridge and Terry Grigg.
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♦ Glenn and Terry appear to be claiming credit for the recent financial performance of the Company yet the company’s path to profitability and further profit growth have come entirely from the recent acquisition of Webfirm and the rapidly growing US operations - neither of which they contributed to or supported.
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♦ During my total time with Ansearch (that is, since inception) the input and commitment of both has been negligible.
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♦ Neither of them understand the industry or have any vision or feel for it or have the corporate or public company skills or experience sufficient to head this company.
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The letters from both Terry Grigg and Ansearch Senior Management.
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♦ In Terry’s letter he states… “I have been informed that vital members of the team will not continue with Ansearch should these resolutions be approved. They further state
that Ansearch has never been under better leadership.” Subsequent to Terry’s letter, the Company released a letter to the ASX signed by 8 Ansearch managers.
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♦ The 3 most profitable areas of the Ansearch business are - Ansearch USA; SearchTown and; Webfirm (in no particular order.)
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♦ These 3 divisions currently deliver around 85% of group sales revenue and most of its profits.
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♦ None of the ‘vital members’ Terry Grigg refers to (the 8 managers undersigned on the letter) are materially associated with, or critical to, the 3 above mentioned divisions. The author of the manager’s letter, in fact wanted Searchtown shut down and was also highly critical of the Company’s decision to acquire Webfirm.
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♦ None of these people, meaningfully, contributed to the recent quarterly revenue growth.
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♦ The ongoing performance of the Company is not at risk.
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♦ Some of the managers have privately expressed that they felt they had to sign this letter in order to keep their jobs. Several of them also met privately to discuss going to the board to seek Robert Edge’s removal.
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♦ None of the senior managers (or general staff for that matter) from the 3 most profitable and significant contributors of the Ansearch group mentioned above signed this letter despite many of them being asked to.
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♦ One has to question whether the actions of the so-called ‘vital members’ are in the interests of shareholders or is more likely born of self-preservation due to poor performance. It is, nevertheless, alarming that the staff (supported by Glenn and Terry) have resorted to these ‘gun at the head’ tactics.
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♦ Several key senior managers and staff associated with the 3 divisions mentioned above have left Ansearch recently through disagreement with the board and the CEO and the direction the Company was taking.
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♦ Robert Edge strangely, felt it was in the interest of shareholders to announce to the ASX the views of certain managers but not in your interest to release information on my ‘suspension’; my contract termination or; the earlier resignation of Andrew Beecher.
At an investor presentation given by the Company on Monday October 8[th] , 2007 certain erroneous statements were made.
Enedia.
There were claims made that Enedia was an undeclared related party transaction and that I personally received some significant payment or benefit from its acquisition. Neither of these is true. It is also particularly relevant to note a recent email from the Ansearch Company Secretary, which states. “My recollection is that the Enedia purchase was disclosed in the notes to last years accounts and certainly was subject of a market announcement so there shouldn’t be any issues of non-disclosure of related party transactions.”
IP and Domain Names.
A claim has been made that vital domain names and IP ownership resides with myself rather than with the company. This is, again, not true.
The Company informed me in mid August that the domain names Ansearch.com.au and Mysearch.com.au, and associated IP, were still in my name and that these should be transferred to the Company (this was to have been completed by the Company Secretary following acquisition and pursuant to the acquisition agreement)
The appropriate paperwork was immediately completed, signed and returned to the Company. The Company sent written confirmation on the 24[th] of August that the paperwork had been received and was appropriate. I further alerted the Company, on
several occasions, that other domain names/IP required transferring to the Company and that the necessary paperwork would be completed upon receipt. Phonebook.com.au.
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♦ On the 19[th] of August Jan Macpherson (Ansearch’s then and current Company Secretary) emailed me regarding the transfer of the IP and Trademarks associated with the website ‘Phonebook.com.au’. I informed Jan by email that I was happy to transfer the companies IP rights but requested assurance that such assignment did not prejudice my ownership of the domain name (a domain name that I have personally owned for many years prior to Ansearch commencing operations in 2004 and which was not a part of the acquisition.) Importantly, this issue is in regards ‘only’ to the rights over my domain name and not over the website itself which the Company controls and owns.
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♦ On the 24[th] of August Jan informed me that she would come back to me on the Phonebook.com.au IP assignment issue and to date this has not been done.
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♦ Prior to the acquisition of Ansearch by Optum Limited (dating back as far as mid 1999) I registered a large number of domain names, some of which were being used by the Company while I was employed by it. I received no payment for it or received any share of any revenue generated by the Company’s use of these domain names.
Domain names owned by Whodeani P/L dating back to 1999.
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♦ On the 27[th] of August I emailed Jan Macpherson regarding the transferring to my server of various domain names owned by me. This transfer did not affect the primary registration/key details or the respective Domain name’s ownership details.
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♦ It has been ‘inferred’ that I have somehow acquired these improperly yet the registration of all of these Domain names pre-dates Ansearch Limited with the majority of them being registered by me as far back as 1999.
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♦ Someone with the most rudimentary knowledge of the Domain name registration system could have checked on the validity of my ownership claims within seconds. Clearly doing so doesn’t suit certain parties’ agenda.
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♦ The domain names in question here are essentially immaterial and probably generate no more than $500 net to the Company per month.
(There are substantial security measures in place, and independent and inexpensive binding arbitration available, to ensure that the alleged issues cannot take place. For one, the only way domain names can be moved, modified or even transferred is with their owner’s permission via a unique ‘key’ supplied to the owner at the time of registration. All of these domain names were quite clearly in my companies name, Whodeani P/L, a fact that is/was very easy to verify including their original registration date and payment details (which for some dates back to 1999.))
Moving Forward.
Should the shareholders support the 3 resolutions on October 22[nd] , I will move swiftly to re-energise the group and get the strategic vision, a vision started by Peter Jermyn and myself more than 3 years ago, back on track.
Back in April 2007 I initiated a plan to re-structure and re-brand the various business units into 3 operating divisions all sharing the Ansearch parent brand:
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♦ Ansearch Business (Website Development and Marketing) – Design and development of a more effective, enticing and efficient web presence.
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♦ Ansearch Consumer (Audience Acquisition) - driving users to a website; and,
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♦ Ansearch Media (Search, Contextual Search and Display Advertising) - generating
revenue from the website.
With the recent acquisition of Webfirm, the full circle of online offerings is now complete.
Ansearch has become one of the largest independent online media businesses in Australia and through continued growth in the US, and expansion later this year in the UK, this success will be replicated, internationally.
As Ansearch has grown, I have found more and more businesses are attracted to the groups complete online publishing model that can help website owners build and market their presence, drive a significant audience to their online business and most importantly then derive an income from their growing audience.
Looking ahead, I see these trends continuing and intend helping to source and develop more complimentary products and services to Ansearch’s offering and also deliver further revenue accretive acquisitions as they present themselves like Webfirm.
Since founding Ansearch more than 3 years ago, and taking it public 2 years ago, I have proudly seen the Company grow from a fledgling startup to a rapidly growing and profitable online media company with global reach, a very healthy capital base for expansion and a peak market cap of over $40m (from around $5m initially.)
While much of my initial vision has been realized, with the Company now being profitable and with significant growth funds in hand, it is imperative that Ansearch is in the hands of people who understand the space and the strategic path ahead. People with the knowledge and a commitment to fully develop the Company, recognise its opportunities and to maximize its growth, its potential and its profits.
Quite simply and quite bluntly neither Glenn nor Terry have these qualifications.
To see the Company’s stellar quarterly revenue growth continue, to see Ansearch become one of Australia’s if not the worlds leading online media companies, I urge you to vote ‘for’ all 3 resolutions. Vote in favour of the appointment of Dean Jones and vote in favour of the removal of both Glenn Ridge and Terry Grigg.
Any shareholder that wishes to discuss any of the above matters can reach me on my personal mobile number, 0414 546 421.
I would also be delighted to send to any shareholder that is interested a more detailed overview of my plans for the future of the Company. Please email me at [email protected] if you would like me to send this to you or for any other queries.
Yours faithfully,
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Dean Jones
N.B. Please be advised that this letter is for the intended recipient only and is not to be forwarded.