Rainbow Rare Earths Phalaborwa project shaping up to be one of the lowest cost producers globally. Watch the video here.
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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.