He had the world at his feet until he got greedy with Big Un – The Australian Financial Review
Posted: March 12, 2020 at 10:45 am
Michael Ho had it all a young family, a job at a top investment firm and stock worth $14 million on an investment of $80,000. This is how his perfect life turned into a nightmare.
On the lookout for opportunities, he came across a quarterly stock market update issued by Big Unlimited. The companys Big Review TV brand produced online videos for small businesses to market themselves to customers. Cafes, florists and beauticians were typical clients.
Big Un had listed on the Australian Securities exchange via the "back door" after merging with a defunct gold miner. The statement proudly proclaimed strong revenues for the June quarter, exceeding $1.8 million 50 per cent up on the previous quarter, and 20 per cent above market guidance, provided four weeks earlier.
Ho was intrigued. He rang Big Un's chief executive, Richard Evertz, whose mobile number was on the release, but he was too busy to take the call according the court statement.
So he emailed an introduction and by the end of the week a stockbroker at Morgans had arranged a meeting.
The broker's role was to introduce investment firms to corporate management, but he was likely unaware that Hos interest appeared to be personal rather than professional.
On July 19, the Morgans broker accompanied Evertz to Maple-Brown Abbotts headquarters on the 31st floor of an office tower at the harbour end of George Street in Sydney. It was the first of many encounters between Ho and the 50-year-old Evertz, the master salesman with a controversial past.
Evertz was forced to disclose, in an updated prospectus, that he had briefly changed his name to Richard Evans, before changing it back.
As Mr Evans, he was the chief executive of a listed company called Imagine Un.
That collapsed in 2007, losing investors millions after the federal court ruled Evertz made false and deceptive claims to individuals who signed up for licences in the belief they could cut their utility bills based on agreements he said he secured with big providers. Evertz was not charged with crimes over that incident.
At that meeting, Evertz told Ho that Big Un was growing fast, and was signing up customers to a point where its annualised revenues would soon reach $8 million to $10 million. Ho, according to court documents, made a note, of this information that had yet to be disclosed to the market.
Ho had already been buying shares and options in the company before the meeting buying $8000 worth of options that allowed him to buy shares in 18 months' time, at double the current price for just 1.5.
The following afternoon Evertz invited Ho to visit the Big Review TV sales centre in Clarence Street in Sydney's central business district.
There young staff were working the phones in a space Evertz often referred to as the boiler room. They dialled small business owners and, following a script, attempted to convince new clients to trial or sign up for their videos.
Ho noticed a whiteboard that listed 70 customers who had signed contracts. When he asked, Evertz described them as conditional.
In the six weeks that followed Ho bought 300,000 more shares for $5000. But he bought a lot more options 1.4 million in total, paying around $30,000 at a cost of between 1.2 and 2.5 cents a share. The options were purchased in his own name and that of his wife.
Hos trades expressed the maximum possible faith that Big Un was heading for the sky. Buying cheap, "long dated out of the money" options required the share price to be more than double in 18 months to be worth anything. But if they did, then Ho stood to make an extraordinary profit.
In the spring of 2016 Ho would dive headlong into his Big Un folly with a series of meetings, inside tips, trades and, ultimately, assistance that would tie him inextricably to Big Un.
On September 8 over coffee at the Livello Caf, directly opposite Big Reviews "boiler room" sales hub, Evertz gave Ho the jump on news of further revenue growth and a London expansion. The following week he told Ho that a joint venture with The Intermedia Group, a publisher and events organiser, would deliver double the revenue that had been disclosed to the market. And in November, at a meeting at the Four Seasons Hotel, Evertz told Ho that Big Un would acquire its subsidiary BHA Media.
All this time, Ho was accumulating shares and options through his wifes trading account and his own account spending tens of thousands purchasing cheap options on the companys share price.
Ho was also soliciting interest from money managers that could buy Big Un shares in their fund. On one occasion, Ho passed on non-public information to a fund manager as he tried to arrange a meeting with Evertz. The manager, who was between jobs, was oblivious that the information was non-public.
Ho was a private investor, but the court documents and evidence gathered by The Australian Financial Review reveal just how close he was to Evertz.
Ahead of the annual general meeting in November, Ho emailed Evertz a powerpoint template for investor presentations.
Brandon Evertz and his father Richard Evertz, the co-founders of former market darling Big Unlimited.
Ho later told ASIC investigators that all information contained in the investor presentation had been disclosed to the ASX. The implication was that in assisting Big Un, he'd not been privy to any further inside information.
In early January 2017 Ho got a call from Evertz to tell him that Finstro a small business financier that they had a sponsorship deal with would finance $20 million of customer purchases.
Ho's 12-word file note makes clear how excited he was about the news. Thats $20m of annual sales! Big monetises the crap out of contracts.
During the call, Evertz asked Ho if he thought it was a big deal, according to the court filings.
Hos response was that it was up to the board to determine whether the information was material. But later that evening he emailed through the ASX listing rules, pointing out the relevant paragraphs.
Material or not, Ho was buying. Using the trading accounts of his wife and parents (who are not facing any charges), he bought via online brokers, investing platform Netwealth and a firm called Red Leaf Securities.
Mila Investments Hos personal company was also issued with options by Big Un. This was curious enough as it appeared to be for the provision of services. In fact, Big Un had got into the habit of paying many of its expenses with cheap options to buy shares.
Ho had now amassed an enormous position in Big Un mainly in ultra-cheap options that would soar in value if Big Uns shares doubled, but expire worthless if they did not.
Month after month Big Un dazzled the market with explosive growth in cash sales of videos to small businesses.
In April 2017, Big Un reported quarterly cash sales of $5.6 million, up 370 per cent, and in July they almost doubled to $9,4 million. In October they reached $15 million and in the fourth quarter, Big Un later reported the figure hit $22.5 million.
Big Un shares took off, doubling from 25 by April to 50, quadrupling to $1 by June and doubling again by October to $2. By November Big Un was trading at $4, making it the fastest rising stock on the ASX so far that year.
Big Un was billed as an Australian tech success story. Evertz told a fawning media how he and his estranged son Brandon reconnected on a campervan trip, and how Brandon's epiphany that internet videos were the future led him to create Big Review TV.
Brandon was hailed by GQ Magazine as the next Mark Zuckerberg. He made appearances beneath huge neon signs for Big Review TV on Times Square in New York.
Back in Sydney Ho was sitting on a fortune. But the options hed bought so aggressively in the second half of 2016 were about to expire. To realise his fortune, Ho had to find more than $1 million to exercise his right to buy the shares at 20 to 25 in December 2017.
But they would be worth infinitely more given the shares had soared to $3.50. Considering the options only cost between 1.5 and 2, he stood to make 150 times his money.
It seems he was thinking ahead. Throughout the second half of 2017 hed sold $1.74 million of holdings. The proceeds were used to reinvest in Big Un and exercise the options.
But Big Uns gains had aroused suspicions. Unlike other "concept stocks" that have big visions and small revenues, Big Un was showing the market cold hard cash and thats hard to fake.
Still, Big Un was in the habit of issuing ultra-cheap options to mysterious entities. Who were these beneficiaries of Big Uns seemingly unlikely share price surge? Mila Investments was on the list and was among the list of beneficiaries.
It was around the time Hos options were coming good that The Australian Financial Review stumbled upon him.
The disclosures as to who the lucky holders of cheap options agreements pointed to Mila Investments. The paper trail led to Ho.
On Friday, December 20, 2017, the last day of the working year for most of the city, the Financial Review met Ho, who was happy to discuss his amazing investment.
There was no scandal, he said. Maple-Brown Abbotts funds could not own Big Un shares so he'd bought them for himself. Hed disclosed everything to his employer. He thought Richard was a great salesman and Big had good prospects. As a cafe aficionado, hed done his homework, and come to appreciate how well their online videos helped small businesses.
And hed also looked up the names of those who had been issued options and they were all the production guys that Big Un couldnt afford to pay when times were tough.
As for Finstro, he didnt believe there was any vendor financing going on.
Ho, the Financial Review would write in its final edition of the year, was among the big personal winners of Big Uns remarkable rise.
Ho was grateful for the article but joked that now the word was out his friends expected him to buy them coffee.
The stock, Ho explained, would soon be eligible to enter the S &P/ASX 300 index. In a later text exchange he was complimentary that this piece of insight had been included in the article.
But Hos fortunes would soon change. The Financial Review continued its investigation,
On Friday, February 9, after putting questions to the company and discovering that First Class Capital had been issued with more than 3 million shares, the Financial Review ran a front-page article exposing the FC Capital tie-up.
First Class Capital is a Sydney-based financier that raises money from wealth individuals to lend to small businesses.
That came after a report by governance firm Ownership Matters raised concerns about the chairman's disclosures and the manner in which it used cheap options to pay its bills and mask its expenses. That sent the share price tumbling.
Ho was selling, too, that Friday dumping more than $550,000 of shares.
In a response to the ASX, Big Un said it was providing finance in relation to sales to customers but said there was nothing untoward.
The Financial Reviews investigation continued. Later it reported that First Class Capital had a claim over all of Big Review TVs assets including its $30 million cash balance, while at least one customer that had been invoiced for $12,000 had only agreed to a free video shoot.
The shares were placed in suspension as regulators demanded answers. Big Un would then be forced to reveal just how convoluted the FC Capital financing arrangement was.
The FC Capital funds were being advanced before a sale was even being made. About a third was returned as a commission and another third held in a trust account. If a sale wasnt made the contract would be transferred to another customer.
Of Big Uns $20 million of sales in its stellar fourth quarter, about $18.5 million was financed through this arrangement. The cash did not match the sales.
These revelations, with the discovery that Richard Evertz had previously been convicted of blackmail after being caught posing as a police officer at Melbourne park toilets, led to the unravelling of Big Un, which was suspended from trading never to return.
There was to be one more discovery. A Financial Review reader found the name Michael Ho on the metadata of all of Big Uns investor presentations in 2017. As Ho later explained, he had simply provided a template to Evertz and this did not mean he had access to information.
But this finding, with new forced disclosures by Big Un that showed Mila was issued with 100,000 "free" options in December 2016, suggested a closer relationship.
The Financial Review asked Ho directly: had he provided services to Big Un? He would not provide a direct answer.
On February 27, 2018, the Financial Review told Ho it would soon be contacting Maple-Brown Abbott with questions and that if he did need to inform them of anything this was the time.
Later that day Ho met Garth Rossler and the senior management of Maple-Brown Abbott. Ho had previously told them he owned shares, which were on a disclosure register. But it seems he had not told them everything.
They gave him the opportunity to resign or face termination over breaching their ethics code. By the end of the day his Maple Brown career was over. The game was up and on March 12 Ho and his lawyers went to see ASIC.
Almost two years later, on Tuesday, February 25, Ho appeared in the court room on the fifth floor of the Downing Centre. He stood up briefly before the judge informed the court that he pleaded guilty to five counts of insider trading and one of passing on insider information. Ho was advised of his sentencing hearing.
Ho had presented himself and co-operated with regulators, who are still investigating Big Un. He claimed to be unaware of the scheme Big Un was running through its secretive FC Capital agreement which fooled the stock market.
In fact, if you had asked me at the time I would have thought its a non-material sponsorship agreement, Ho told ASIC investigators.
Ive subsequently realised that this was something that was in fact material to the business model, and the key point here was that Finstro was a $20 million fund. So I wrote that down. Richard gave me this information,"
But Ho was a paid professional. He sought out and placed the most leveraged bets available on Big Un and stood to make tens of millions.
Instead he is waiting anxiously for his June 6 sentencing, and hoping for leniency.
Evertz, who is not facing any charges over the Big Un collapse, remains elusive, and is frequently spotted in the northern suburbs of Sydney. The corporate regulator is pushing on with its investigation into the company and its executives.
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He had the world at his feet until he got greedy with Big Un - The Australian Financial Review
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