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London South East Natural Resources Briefing webcast: #Emmerson #Alba #Condor Gold #Gold analysis
Angus Energy in talks to buy 'transformational' gas asset in North England


Member Info for itisagame


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Send a private message to itisagame

Member Since: Thu, 18th Sep 2014

Number of Share Chat Posts (all time): 1,125
Number of Share Chat Posts (last 30 days): 91

Last Posted: Today 16:51


Post Distribution over the last 30 days




Today 16:51

Another holding added today brings the total to 14.1m.

We still have a way to go, but the last buy sneaked in under the NEX listing was 500k @ 0.28p, its going in the right direction, fingers crossed it continues next week.

Remember :

"Latest time and date for receipt of completed Forms of Proxy in respect of the General Meeting
10:00 a.m. on Tuesday 11 June 2019"

So unless you intend to vote in person at the GM, you will need to contact your broker to ensure that you submit your votes / proxy officially to the company before then.

I am simply tallying up the numbers from everyone who contacts me to help give us all a better idea on where we might stand.

Have a great bank holiday all.

---

Thank you all for the support, If you have not already please continue to email your holdings to maistroshareholders@gmail.com and i will add you all to the spreadsheet.
Thu 16:55

A couple more holdings have been emailed to me and added to the spreadsheet, we are currently at 13.8m shares.

That is nearly 25% of the 60m shares in total that we need to reject the delising.

If you have not already please continue to email your holdings to maistroshareholders@gmail.com and i will add you all to the spreadsheet.
Wed 19:19

The circular, AGM Notice and Proxy Form and Draft Articles of Association are now available on the company website here :

https://www.maistro.com/investors/#shareholdings

i have not read it all yet but a few points stand out to me

7. Takeover Code Notwithstanding the Cancellation and Re-registration, under the Takeover Code the Company will continue to be subject to its terms for a period of 10 years following the Cancellation (subject to the Re-registration occurring). However, the Takeover Code may cease to apply earlier, if the Panel no longer considers that the Company has its place of central management and control in the UK, Channel Islands or Isle of Man.

I.e - if they move the office to HK then they do not have to follow the takeover rules and procedures.

4. Issue of shares for non-cash consideration As a public company, there are restrictions on the ability of the Company to issue new shares, for example, by requiring the Company to obtain a valuation report in the case of shares issued for non-cash consideration. These restrictions will not apply following the Re-registration and adoption of the New Articles.

i.e - they will be able to issue themselves shares as they like.

5. Refusal to register a share transfer The Board will in the New Articles have absolute discretion to refuse to register any share transfer that is not made in accordance with the share transfer provisions in the New Articles (whether the share is paid up or not).

i.e - they can refuse to put you on the new share register at their discretion.

currently as a public company if they want to change any of the articles of association they need shareholder permission, if they were doing any changes that would benefit shareholders they would have no problem with bringing each change up at the AGMs.

- The £80k a year the aim listing costs is reasonable, justified.
- The time they have to spend working on things for the aim listing is what their remuneration is for.

They have other options to offer shareholders.
One is that they can offer buy out existing shareholders and take the company over properly.

Another is that they can split the aim listing and the company, giving existing shareholders shares in a new Aim cash shell, and shares in the private Maistro company. (shells generally have a mcap of around £300-£500k plus the cash in the shell companies bank account). They are overlooking the value of the AIM listing and they are willing to throw it away with the £4m lost in mcap the last week.

Its a shame that Charles Street hold so many shares as i would have liked to see the re-election of these directors rejected too.
Wed 16:38

Thank you for your emails, every one counts, I have just updated the holdings and combined we currently are at just under 12m shares.

Its only been one day but we are already 20% there.

If you have not already please continue to email me your holdings and i will add you all to the spreadsheet.

I will try to post an update here daily.
Tue 17:53

I have set up maistroshareholders@gmail.com

At this stage i am only trying to get a better idea on where we stand, i only need the number of shares that you own and intend to use to vote against delisting, i am not saying to buy, sell, trade, or persuade you to vote for or against.

If you are a current shareholder and intend to vote against the delisting you can send an email to maistroshareholders@gmail.com
and i will add the number of shares that you hold and will use to vote against the delisting to an excel sheet.

To delist the company they need 75% of the shareholder votes that are made at the GM.
To keep the listing we need 25% of the shareholder votes that are made at the GM.

Assuming that it is only the directors and Charles Street that see the benefit of delisting the company with their indicated 229,276,206 shares then we need around 60m shares in aggregate to vote against the board and secure the listing.

In the event that the board or Charles Street attempt to buy stock in the open market to force their way then we could need a combined 101m shares to vote against them, this would guarantee a minimum of a 25% vote against the motion in any event.

Once we know how many shares we have in total we should have a better idea on how this vote might unfold and the possibility of stopping the vote beforehand.

maistroshareholders@gmail.com

--

If they are successful in delisting the company existing shareholders will loose the security of the rules within an AIM listing, if they adopt of new articles of association then they have the power to adjust the share capital structure (without other existing shareholders approval because the BOD and Charles Street have over 50% of the existing shares) which could expose existing shareholders to an engineered low low price capital raise, loss of any control or say and remove the ability to easily trade your shares.

The company just raised over £2m in December and January and they have a growing business, the decision has already wiped out ~£4,000,000 from the market cap since the RNS, to just ~£900k at close today which should be less than the current cash position in the companies bank account.

In the boards own words :

"The Board continues to expect net revenue growth in the current year and to make progress on a number of key metrics including broader customer base and improved margins in line with comments made at the final results in March 2019.

Whilst revenues from the Company's largest customer were slower than forecast in Q1, the pipeline of opportunities is strong with a number of large UK corporates expected to start sourcing services through the Maistro Platform in Q2 and Q3. The Board has implemented efficiencies in its cost structure to reflect the greater focus on domestic customers and it expects that the Company has cash runway into 2020."
Tue 10:42

Spreadex under 3% now
Tue 10:10

Could do, I will and set up an email address this evening, and post it on here later to see how close to the 70m shares we have Combined.
Probably Better then posting personal holdings on here.
If we have a considerable amount we could then contact Spreadex / intertrade and see how they intend to vote. ( Or if they still hold )
Then take it to the board and basically tell Charles if they want control they have to pay for it.

That’s About as far as we can go without it costing us anything.

For clarification and to be upfront, I currently have just over 1% of the company shares. I purchased the last few trading days and I will sell part of my holding if we secure the listing or if the share price substantially recovers in the meantime. But I will let you know when I trade.
Tue 09:50

Actual live prices.

0.186p to sell vs .225p to buy
Tue 08:23

Can we round up 60-70m between us?
Mon 17:57

I just want to Atleast try to make of difficult for them, canít just make it easy for them every time.

No doubt If they get their way it will Probably get relisted in HK or somewhere and just be a way for them to get around tax and currency controls.
Mon 17:51

Always hard to know for sure, but

If they only have their 230m shares voting for
Then It only takes an additional 60m votes against them and they wonít have the 75% majority they need.
Thatís Assuming the remaining shares donít vote.

If every shares votes 100m shares are needed to keep this floated.

I Think itís achievable.
Mon 17:32

I donít expect a white knight, but I expect the other shareholders to reject the theft that the board and Charles are trying to get away with.

Reject it just reject it to keep the company trading and keep the security of aim, itís a lot better than a private company.

Worse case try to force the buggers to buy in the open market or make an offer for the whole company.

They should take it over properly not by these underhanded means.
Mon 17:20

The Remaining 45% is 171m shares.
To completely secure a 75% majority they need to buy 70m shares.

If they donít buy them on the open market then to secure a rejection we need 100m shares
Mon 17:09

Posting of Circular

Maistro Plc (AIM: MAIS) announces that the Circular and notice of General Meeting referred to in the Company's announcement of the 'Intended Cancellation of Admission' of 17 May 2019 is being posted to the Company's Shareholders today and will shortly be available on the Company's website at https://www.maistro.com.

The Company has received irrevocable undertakings from each of the directors and Charles Street International Holdings Limited to vote or procure votes in favour of the Resolutions, in respect of all Ordinary Shares held by each of them (or in which they are interested) on the date of the General Meeting which currently amounts to 229,276,206 in aggregate, representing approximately 55 per cent. of the issued share capital of the Company.

Accordingly, the Directors believe that it is likely that the Resolutions will be passed at the General Meeting.
Mon 16:30

If the bb was a bit busier I would have suggested a tally up of users holdings to see if we have the 25% required to reject it, seen it work on other shares before and it has sped things up, with the motion being cancelled before the gm
Mon 15:18

Took another 500k, weird thing was it kept rejecting my order and next quote put the price up a tad, got it 3rd time. Halifax suck
Mon 10:17

£200k worth of shares forced them to stay listed.
Mon 08:35

Live quoted : .216 sell v .225 buy.

L2
Peel on .18, 3 on .10
Other side
Sing at .25 rest at .4 to .6
Sun 13:38

Forcing the spread betting companies out?

“The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.”
Sat 09:25

Good, I didn’t see that yesterday, Easy to stop then.
Just need 100m shares to vote against it or indicate they will vote against it beforehand.

With Over 70m volume traded yesterday, on lse and nex we could be closer to that then I thought. The few 1m, 2m, and even <6m buys yesterday will soon add up.


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