Scirocco Energy Share Chat (SCIR)

They have a warped view of their own worth IMHO.

Completely useless shiftless A-holes IMHO.

BOD gotta go IMHO.

Apologies, missed 'the BOD' (has a warped view...)

Yes, I agree once earned they (as can anyone else) do what they like with ‘their money’. The issue is should they be ‘earning’ this much money from fees?

Once the money is theirs, they can spend it on what they like. The issue is whether it is warranted, earned and value for money. My impression is that having worked in large O&G companies, have warped view of what things/services cost in the real world.

Directors
Carolyn Anne FITZPATRICK
Jonathan Scott Mcglade FITZPATRICK

Someone with a better understanding of Companies House reporting and Company Charges may be able to unravel. My gut instinct is the purchase of flats/houses is being bankrolled by the fees from Scirocco.

I wonder why a lease has opted for?

Correction the lessee is Greenan Generation Ltd so KKV are leasing something to Greenan Generation Ltd
I should add that in the definitions section "Shares" means all of the shares in the share capital of the lessee which is Greenan Generation Ltd.
SCIR owns 50% of the shares in EAG and EAG owns 100% of the shares in Greenan Generation Ltd.
SCIR therefore has an indirect 50% shareholding in Greenan Generation Ltd via EAG Ltd
As the definition of shares is all the shares is all of the share capital of the lessee which is Greenan Generation Ltd then it appears that EAG has created a charge over SCIR's 50% indirect holding in Greenan Generation Ltd.
The deed states that Under this deed, the chargor which is EAG provides security to the lessor (which is KKV) for the liabilities of the lessee ( which is Greenan Generation) to the lessor (which is KKV)
mt

Has anyone else been researching Energy Acquisitions Group Ltd and Greenan Generation Ltd via Companies House as lots of useful information. on there.
For instance on the 7 October 2021 EAG Ltd registered a charge in favour of KKV Secure Loan Fund Ltd.
The deed shows a mortgage of shares in Greenan Generation Ltd by Energy Acquisitions to KKV Secure Loan Fund Ltd
KKV is a Company with a registered office in Guernsey .
Per the background in the deed the lessor which is KKV provides lease facilities to the lessee which is EAG!
The lease agreement means the rental agreement that has been assigned and Novated to KKV.
mt

Gneiss Energy, which is wholly owned by Mr Fitzpatrick, there are things that suck blood from humans and use in medical environment but the only difference is they drop off when they finished but the others have the ability to stay on until the victim/s is drained, what I heard today suggest BD is doing the right thing but like a spiders webbing it been going on for so long it just normal practice, I asked a well known journalist/investigator/rat catcher to look into it for me (fingers crossed)if there even hidden truths this is the one and as transparent as smoked glass

Further to my earlier post at 10:59 today when I wrote it will be interesting to see what payments are made to Gneiss I have found the details in an RNS which says:
Nominal monthly retainer plus a transaction fee, which is tiered according to the consideration received by the Company in line with market norms.
Plus on top of that yet more consultancy fees for a multitude of different things!

The first of the two Letters covers financial advisory services related to the previously announced proposed sale of the Company's Tanzanian interests (the "Proposed Disposal"). There is a nominal monthly retainer fee payable to Gneiss under this Letter, and it has a minimum 12 month term, with a 3 month notice period thereafter. The Letter will automatically terminate, including within the minimum appointment period, in the event of completion of the Proposed Disposal. Completion of the Proposed Disposal also triggers the payment of a transaction fee, which is tiered according to the consideration received by the Company in line with market norms.
The second of the two Letters is intended to provide support to the Company as it executes its new investment policy within the sustainable energy and circular economy markets. Gneiss has a specialist team focussed on these sectors and with extensive relationships and experience. The team has a strong track record delivering transactions in established renewables sub-sectors such as wind, solar and hydro and emerging areas including energy from waste, hydrogen and geothermal. The engagement covers ongoing financial advisory services, including those related to the origination of potential transactions, transaction support services, general assistance with capital market related responsibilities and activities, and assistance with financing activities on a non-exclusive basis. Fees payable to Gneiss under the new engagement include a mix of monthly fees covering origination, transaction evaluation and execution services and one off fees, based on a tiered system according to transaction value for opportunities that the Company decides to pursue and which are successfully completed. Depending on the nature of the service provided, a minimum appointment term of between 6 - 12 months exists, along with a notice period of between 1 - 3 months. The Company is not obligated to appoint Gneiss to advise on transactions that are not introduced by Gneiss. If requested by the Company, financing fees are payable to Gneiss in the event of the successful introduction by Gneiss of debt and equity financing sources into the Company or its affiliates. The letter also provides the Company with flexibility to phase out Gneiss management services over time as it builds internal capability.

Good stuff MK, I will place the total of £2,132,000 for 4 years into my previous calculation.

Total Income £11,940,000
Loan repayment £1,220,000
AD plant £1,200,000
Missing £9,520,000
Gneiss payments £2,132,000
Missing £7,388,000

Lots of senior folk for such a small company. Contrast with Predator.

How the Directors have acted to promote the success of the company for the benefit of its members as a whole!!!!!
Section 172 (1) Statement
The Group was admitted to the AIM Market of the London Stock Exchange on 12 April 2007 and has been a public
company from this date. The Group is required to provide a Section 172(1) statement under the terms of its AIM
listing. This disclosure aims to describe how the Directors have acted to promote the success of the company for the
benefit of its members as a whole, taking into account (amongst other matters) the matters set out in section
172(1)(a) to (f) of the Companies Act which are set out below.

2021 notes to the accounts Directors remuneration contain some rounding errors and I am surprised the neither the Board or the Auditors did not pick this up as I have spent just 10 minutes looking at the accounts so I will continue looking at them in depth!
(7) plus 140 is 133 and not 132
10 plus 89 is 99 and not 100
The total for salary and fees is 94 and shared based payments is 471 and grant total is 564 and 94 plus 471 does not equal 564 it is 565?
Salary and fees Share-based payments Termination payments Total
£000 £000 £000 £000
Year ended 31 December 2021
Jonathan Fitzpatrick (resigned 9 July 2021) - 36 - 36
Alastair Ferguson (7) 140 - 132
Tom Reynolds 91 146 - 237
Donald Nicolson 10 89 - 100
Muir Miller (appointed 18 February 2021) - 35 - 35
Doug Rycroft (senior management) - 25 - 25
94 471 - 564
mt

Gneiss Energy, which is wholly owned by Mr Fitzpatrick and his wife, maintains a service contract for the provision of operational and technical management services, guidance and support on public relations and market engagement strategy, flexible work space and meeting rooms, telephones, company secretary support and corporate finance advisory services with the Company, the details of which are disclosed in Note 24 to the financial statements.

He’s legally stolen millions from us.

There is proper disclosure of J Fitzpatrick's related party payments for consultancy services in the accounts which show the following payments for each year:
2018 £763k
2019 £538k
2020 £225k
2021 £606k
So a total of £2,132,000 for 4 years.
It is interesting to compare the size of these payments to the money that is going to be received from the Ruvuma deal which is $16m of which just $3m is payable on completion of the proposed transaction with $13m of contingent deferred consideration.
$3m payable on the final investment decision and remainder of $10m effectively being paid out of the proceeds from production of the asset that we are selling!
$2m is payable on gross production of 50bcf of gas so if that is not reached we will not receive it.
Yesterdays GBP v USD fx rate was 1.2098 so $3m converted into Sterling is £2.479m
£2.479m is in stark contrast to the total of consultancy fees of £2.132m paid to Gneiss Energy Ltd over the last 4 years which is owned by J Fitzpatrick and his wife!
$6m converted into Sterling is £4.959m V £2.132m in consultancy fees so consultancy fees are 43% of the $6m and 86% of the $3m.
It will be interesting to see what payments are made to Gneiss during 2022 as there could be a success fee payable to Gneiss a result of the Ruvuma deal.
mt

The RNS for the AGM held on the 25 September 2020 included a resolution re the adoption of new articles and it states:
Resolution 11 – Adoption of new Articles of Association of the Company
. Consequently, the
Board proposes to adopt new articles of association ("New Articles") which are consistent with current legislation and practice and standard for an AIM-listed company. The New Articles are available to view on the Company’s website at www.solooil.co.uk.
How ever I cannot find the new articles in the AIM 26 regulation section as it only contains the M&A dated 17/07/2009?
Has anyone found the new ones on the SCIR website as it says above that they are available to view?
mt

FlexxyP - please drop me an email soloegm@gmail.com

Thanks

Hi Big Double

You can Add me and my shares to this group only 100,000 shares but every little help. These guys need to go. What information do you need me to add my shares into the group to force these guys out or whatever you are trying to do. Please let me know. Alex

There is a lot going on behind the scenes within the group by people with skills in Accountancy, Law, and Corporate Governance!
mt

I would prefer to see a shareholder we can trust (bigdouble preferably)elected onto the bod to keep them in check

How about requiring a shareholder vote on any related party transactions. Or requiring an independent assessment of the value for money provided by such parties.

If the BOD don’t have the honour to step down then shareholders should severely restrict their actions

Directors' remuneration the obvious target?

Resolution 1
For % Against % Withheld Total Cast
183,663,473 63.44% 105,856,205 36.56% 1,987,829 289,519,678
As can be seen from the above bigdouble has done a fantastic job in organising a shareholder revolt in what was a relatively short period of time!
Although our group was not successful it goes to show you what can be achieved and it was not in vain as it has created the foundation for future action which no doubt will increase the percentage of those voting against a number of different matters!
mt