Proga
Regular
Hi Tech,Good morning....
After our AGM concluded in late May I contacted the company (an individual) with my concern that or more to the point a question directly, squarely at, why the CEO threw in the line that the company was intending to employ a further 4 Non-Executive directors before this year was out, and "possibly" a fifth...as soon as that comment was made, my mind started cherning, why would we want to double the Board size, it seemed to me to be a little premature...Had another company or potential large investor put the word on the Board that if something were to play out over the next 6/12 months that this alleged company or large investor wanted or demanded a number of seats on the Board moving foward.
Anyway, the shutters went up (as predicted) and very recently I followed up with two specific questions to the company to see if they were prepared to elaborate on what clearly has been a change in direction, for example, no longer a chip company, as such, but solely an IP company.
In my opinion this business direction, that is, casually mentioning a plan surrounding the massive Board expansion, and I mean, pretty casually just throwing it out there at the AGM with really no foundation, well, I'm 100% convinced that something rather major is on the near horizon, as it's definitely 100% sensitive, whatever is going down, the Citicorp Nominees holding of over 174 Million that was recently exposed, surpassing our great Founder and long time No.1 stakeholder Peter Van, without even a whisper, tells me the roller coaster ride many of us have been on over the last 7 plus years, is about to become more curvier, hang on..somethings definitely at play, what I don't know, but my personal trust in both Peter and Anil leads me to think, great things are fast approaching.
From a wet & cold Sunday morning in Perth.....Tech x
I see it as normal organic growth as BRN moves into commercialisation. The board will need more commercial experience to help guide the company from being an R&D enterprise. Management must see a bright positive future of rapid expansion to contemplate such a move. Bodes well.
I'm not buying into the Citicorp Nominees conspiracy theory until a see a Form 603 - Notice of Initial Substantial Holder as per the Corporations law, Section 671B. As you know, if Citicorp own the shares and not their clients, they have passed the 5% threshold and are fully aware of the Corporations Law.
May have already been posted
20% acquisition limit
Section 606 prohibits the acquisition of a relevant interest in voting shares if, because of that transaction, a person's voting power in the company:- increases from under 20% to over 20% or
- increases from a starting point that is above 20% and below 90%.
A person's "voting power" in a body is determined in accordance with s610. A person's voting power includes the total number of votes attached to all of the voting shares in the company in which that person or an associate has a relevant interest. The concept of "associates" is complex. It will include (a) a person with whom the other person is acting, or proposing to act in concert in relation to the company's affairs and (b) persons with whom they have entered or propose to enter into an agreement for the purpose of controlling or influencing the composition of the company's board or the conduct of the company's affairs. It will also include companies that the person controls or that control the person.
There are a number of exceptions to the prohibition in s606, including:
- an acquisition that results from an acceptance of an offer under a takeover bid (item 1 of s611)
- an acquisition approved by a resolution of the company in which the acquisition is made (item 7 of s611)
- acquisitions of no more than 3% in every 6 months (the 3% "creep" exception in item 9 of s611)
- an acquisition that results from a rights issue (item 10 of s611)
- a downstream acquisition resulting from an acquisition of relevant interests in another listed entity (item 14 of s611) and
- acquisitions resulting from a scheme of arrangement (item 17 of s611).