Roundtable Discussion; The Future of Mineral Sands. Watch the video here.
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Thanks Mole for clearing that up seems a pain that we apparently cannot call an EGM, but as someone said if a possible buyout/JV kind of deal is in play then we may be in a good place for once.
I think MP is thinking along the right lines that SN and Zaza have differing views and that the board aligned with SN and so Zaza's position became untenable. My guess is that SN and the board want to do a deal and move this all along now. Without knowing the potential deal it would be difficult to say though I think I would tend to favour getting a deal done now also. Hopefully if this is the case we would hear soon through a corporate action notification or similar.
1. EGM - saw some posts on this. We have no right to call an EGM per articles. Article 75. "Members shall not have the power to convene meetings of the Company, whether being a special general meetings or the annual general meeting, of the Company, save only at any time when the Board of Directors of the Company is vacant and then only in accordance with the Law." So we can convene a meeting of the company in the event we have no directors - we are 1 closer to that than we were and only now have 2 elderly ones! We have no right really to do anything per the articles except vote when they wanted to change the issued share capital. In the absense of that per article 73: "The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the principal office on the second Thursday in April of each year at 10 a.m."
2. Star - on the letters I know they were for FRCC. But clearly FEGL (or whaever) was a subsiduary and 100% owned and also had directors. Now that is the one with the disputed FRR US transfer. It is the seeming pause in the New York action that means that has not been tested. I would be pretty sure Zaza would have been the name on FEGL. Through that they serve on the joint committee that has the 50/50 ownership of Block 12.
3. When I saw Mapdpunter mentionning the coordination committee
Coordination Committee
The Block 12 PSA provides for a coordination committee to be established comprising six members
(three appointed by Frontera Georgia and three appointed by GOGC) which is given certain powers
under the Block 12 PSA and provides the overall supervision and direction of, and ensures the
performance of, the Petroleum Operations (the “Coordination Committee”).
All actions are to be taken by a unanimous decision of the Coordination Committee. However, if the
parties fail to reach agreement on any matter, then Frontera Georgia’s proposal will prevail, provided
Frontera Georgia gives full reasons for such proposal and GOGC does not reasonably believe that the
proposal would result in serious depletion of a field or reservoir resulting in either permanent damage
to that field or reservoir or materially reduced recovery of Petroleum over the life of the field or
reservoir. If GOGC decides to object to any decision taken by Frontera Georgia on these limited
grounds, such matter will be referred to and finally determined by an independent expert appointed
by Frontera Georgia and GOGC.
Is that the coordination committee referred to or is it another one? Anyway the good news would be GOGC is also the entity to approve any transfer/farmin. So sorting out the Georgian side has always been likely to end up in the operating company coordination committee and with GOGC who will take their lead from above.
End of another crazy week in the world of FRR and the shareprice ended flat with no change on the week yet again