Hi Moit, we are on exactly the same page with regard to the potential outcomes of Resolution 10, and hopefully all will finally see the benefits of voting YES and the possible negative implications if the vote is not approved. (And i would love to meet up with you and your wife at siana, but believe me the balut is not something to look forward to (its a bit like the first and only durian i ate in malaysia some years ago, yuk!).
Hi Andrew, with regard to your question of the placement and Resolution, how it works etc. Its been split into 2 different tranches due to the limitations of raising capital under the ASX listing rules - no company can issue shares (in fact securities, as it also includes the issuance of options in the same way as shares) beyond 15% in a 12 month period without getting shareholder approval (ie to "refresh").
Thus the first tranche of the shares, being 102 million, have already been issued to placees. The second tranche is for 198 million shares. In total we have 300 million shares covering both tranches.
The Resolution is unusual as it sets out jointly the company seeking shareholders both approve:
1. The ratification of 102 million shares, already issued;
2. The approval to issue 198 million shares, yet to be issued.
in the same Resolution.
In voting YES you do both, ie ratify the first part and approve the second part. In voting NO, you don't ratify the first part but they have been issued under the 15% rule, thus there is no refresh if it got voted down, but you also don't approve the second part which were not issued. ie RED gets only $17million over the first part of the placement, and not the last part of $33 million. Thus they fail to meet the test of the Condition Precedent to Sprotts loan agreement, thus they miss out on the loan as well as the second tranche UNLESS RED can renegotiate that subsequent to failure of the Resolution being approved. That is a HUGE RISK in my view.
RED has combined the ratification of tranche 1 and approval of tranche 2 in the same resolution which is commonly put as separate resolutions - that clearly has been done purposely to force it through, but in that process runs a significant risk of it failing as a result, if too many shareholders revolt and put in a protest vote over the total issue. I personally believe you can't afford to risk putting in a protest vote over this issue notwithstanding it not being ideal.
I hope that explains it and puts it in the right perspective for you.
Hi Andrew, with regard to your question of the placement and Resolution, how it works etc. Its been split into 2 different tranches due to the limitations of raising capital under the ASX listing rules - no company can issue shares (in fact securities, as it also includes the issuance of options in the same way as shares) beyond 15% in a 12 month period without getting shareholder approval (ie to "refresh").
Thus the first tranche of the shares, being 102 million, have already been issued to placees. The second tranche is for 198 million shares. In total we have 300 million shares covering both tranches.
The Resolution is unusual as it sets out jointly the company seeking shareholders both approve:
1. The ratification of 102 million shares, already issued;
2. The approval to issue 198 million shares, yet to be issued.
in the same Resolution.
In voting YES you do both, ie ratify the first part and approve the second part. In voting NO, you don't ratify the first part but they have been issued under the 15% rule, thus there is no refresh if it got voted down, but you also don't approve the second part which were not issued. ie RED gets only $17million over the first part of the placement, and not the last part of $33 million. Thus they fail to meet the test of the Condition Precedent to Sprotts loan agreement, thus they miss out on the loan as well as the second tranche UNLESS RED can renegotiate that subsequent to failure of the Resolution being approved. That is a HUGE RISK in my view.
RED has combined the ratification of tranche 1 and approval of tranche 2 in the same resolution which is commonly put as separate resolutions - that clearly has been done purposely to force it through, but in that process runs a significant risk of it failing as a result, if too many shareholders revolt and put in a protest vote over the total issue. I personally believe you can't afford to risk putting in a protest vote over this issue notwithstanding it not being ideal.
I hope that explains it and puts it in the right perspective for you.