Dear Fellow IRTA Member,
RE: False and Incorrect Blogs by Dennis Smith
BPS Technology Limited (BPS) and its wholly owned subsidiaries Trade Exchange Software Services Pty Ltd (TESS) and Bartercard Group Pty Ltd (BCG)
Over recent months our Group of companies has been the subject of a series of false and incorrect blogs written by Dennis Smith and posted to his website. Various individuals have posted links to these blogs on their own LinkedIn profiles and Facebook pages.
Smith is based in the remote Pacific island country of Samoa. His website is hosted out of New Zealand. He has previously had a fractious relationship with Bartercard New Zealand.
On formal advice, our Group refrained from commenting on or taking legal action regarding statements made by Smith about our Company and its Officers until the Listing on the Australian Stock Exchange of BPS was completed. That listing has now been successfully completed.
The purpose of this letter is to clearly and unequivocally refute the statements made by Smith and others about the conduct of our listing, and the involvement of the Board of IRTA, and in particular the President Annette Riggs, the Executive Committee of the IRTA Board and the Executive Director Ron Whitney. In this regard, I wish to assure you that:
* The entire Board of IRTA, its Executive Committee and its Executive Director have always acted in the utmost professional manner in their dealings with our Group.
* There were no “secret agreements”. The contract between IRTA/UC and BPS/TESS took four months to negotiate and was not executed until July 2, 2014. There was nothing hidden or secret about the negotiations or the agreement.
* BPS was required to compete with other software providers to gain both the UC software contract and the endorsement as the recommended supplier of software to the broader industry. That endorsement is contingent upon BPS/TESS continually investing in software upgrades to maintain the software’s cutting-edge technology.
* Bartercard’s CEO in the USA and member of the IRTA Board, Mr. Paul Bolte ensured that he was not present at any vote on the awarding of these contracts.
* The supposed transcripts of calls between Annette Riggs, Ron Whitney and myself are complete fabrications. Those words were never spoken by the parties named
* No member of the Board or IRTA employee has ever gained nor will ever gain any financial benefit as a result of the contract between the entities. The claims by Smith on all of these issues are totally false.
* The claims by Smith that the BPS prospectus had to be amended because of his disclosures and complaints to the Australian Securities and Investment Commission are utterly false – nothing could be further from the truth.
* The claims by Smith that BPS made up contracts with IRTA and misrepresented these in its prospectus are also false.
* The assertion by Smith that BPS launched its float primarily in reliance upon IRTA agreements is also incorrect. BPS’s subsidiary TESS is forecast to generate revenues in FY 2015 of $710k, of which $375k relates to the sale of TESS software to an Indian Company leaving just $335k in revenues from software sold to other Trade Exchanges – TESS has a fully disclosed Net Profit after Tax (NPAT) of just $140k for FY 2015. By comparison BPS has forecast revenues of $51.5m and a NPAT of $6.497m. All of this information was clearly disclosed in the prospectus from the outset.
* Smith’s assertion that BPS forgot to include an application form for prospective shareholders to complete in the Prospectus when first lodged with ASIC is totally wrong. The exclusion of such a form is a firm requirement under the Australian Corporations Act whilst the document is in any “exposure period”. That is the law. Only after the exposure period has elapsed can the shareholder application form be added.
Dennis Smith’s claims and assertions are simply not credible. He is not a recognized industry expert. His facts are wrong and his conclusions are wrong. At no time did Smith contact this company or speak to any Director or senior manager of BPS to seek verification or clarification of his facts or his conclusions before posting any of his claims.
On his website under the section called “New Visitors/Conspiracy Theories”, Smith states that he has a “solid belief based on sufficient research to have formed an opinion” that the following theories are “FACT”:
* AIDS is man-made and was deliberately spread.
* The official accounts of the 9/11 incident are untrue.
* The official accounts of the JFK assassination are not true.
* The holocaust was misrepresented. Six million Jews were not gassed.
* The official story of man’s walk on the Moon is not true.
* Michelle Obama is a trany [boy] i.e. a transsexual male.
* Vaccines are unsafe and are the cause of illness.
Smith also states that he has a solid belief based on sufficient research to have formed his opinion that man-made global warming is “FALSE”.
We urge you to disregard any past or future postings of this person or other parties who may link his postings to their sites. Remember, next time the innocent target may be you!
BPS will take all possible steps to protect its good name and the confidence shown to us by our shareholders. We have done nothing wrong. We have not lied nor misled anyone. We have complied always with the requirements of Australian Corporations Law, ASIC and the ASX.
We now have instructed Legal Counsel in Australia, New Zealand, the United States of America, the United Kingdom and Samoa to commence proceedings against Smith and those parties who have re-posted his blogs on their various sites.
Brian Hall and I will be attending the IRTA conference in Cancun and will be happy to meet and answer any questions face to face. We urge you to attend and see and hear for yourself what we stand for and what we intend to deliver to the industry.
BPS Technology Limited is proud to be associated with IRTA and remain humbled by their support of our enterprise to deliver the best technology to the entire industry at an affordable price with full backup and governance standards that can only come from a publicly listed company.
Chief Executive Officer
BPS Technology Limited