Proposed Directors of Tirupati Graphite explain why they have requisitioned an GM. Watch the video here.
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Received an email today regarding the following resolutions, requesting voting for or against:-
1. THAT the cancellation of the admission of the ordinary shares of 0.2p each in the capital of the Company to trading on AIM, be and is hereby approved and that the directors of the Company be and are hereby authorised to take all actions reasonable or necessary to effect such cancellation (the “Cancellation”).
2. THAT, subject to and conditional upon the Cancellation becoming effective, the Company be re-registered as a private company with the name Scirocco Energy Limited; and the regulations contained in the printed document submitted to the meeting be approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.
My natural response was to vote FOR 1 and AGAINST 2, what is the general opinion? Cheers all.
Why are you thinking of voting against 2? Is there something in the articles of concern?
If we go private and delist will our shares be worthless.
So would i be better selling now while i can still get some money back
Please dont be silly your shares wouldnt be worthless
If they become a private company then the new shareholders in the company will buy the scirocco shares at a premium to the market price. The old shares will then be delisted and cease to exist.
The premium should include the monies due from the Ruvuma sale although they will want to make a profit so should expect a slightly lower price to reflect this.
The old directors will also probably get paid off together with the liquidator so the sale price of the shares will be adjusted downwards even further.
Many shareholders have lost huge amounts here
and will be glad to see the back of them.
Highland - My concern and that of my brothers below is that if they become a private limited company do the directors then have full control over the current shares?
He posted in the hope that someone a bit more knowledgeable on the matter could comment and help us all make the right choice on the voting form.
Steve - Right on cue!!
Thanks for the response, so in your opinion, the correct vote is in favour of both?
The intention is to delist to save money, then enter a liquidation process, which the BOD will not control.
I have just been involved with an MVL with Starvest(main holding GGP) and this just went straight to liquidators. Received the GGP shares ok but am following up on what happened to the AAU allocation. The issue, as I see it , here is the timescale to realise all of the APT payments. I am very wary of this projected new private company so am waiting on more info before deciding on my vote here. If there is a buy out of the old shares, as suggested, then I will almost certainly vote for no2 as well
Not sure how to vote but if the vote does not get passed I think the BOD are bound by the last vote and should start returning cash to existing share holders. But I may be wrong they could still take money out for themselves it would be interesting to know what the 10% man from the channel islands is going to do, after all he was the one that instigated the Last Vote.
Yes, and the Exec Director has taken 4% since the last meeting.
I guess in theory at circa 1.2p in staged payments he thinks there is the prospect of a very good return at these prices...or perhaps a stake being built.
I just voted in favour of all the resolutions?
It is a good idea for shareholders to vote as soon as you can in case you forget to vote and then you will miss the deadline to be able do so!
AGE
AGN Why have you voted yes what is the reasoning behind your vote?
I voted in favour of all resolutions as the Board have clearly demonstrated that they do not have the ability to successfully run Scirocco Energy PLC.
They agreed a deal to sell Ruvuma at a loss of $7.813m and they then got approval from shareholders to reinvest the monies from the sale of Ruvuma into the Circular Economy by loaning £1.522m to EAG who then paid £700k for a company that had negative net assets of £25k and they then spent 100k on transactions costs and £80k due diligence so a total of £180k on acquisition costs.
SCIR provided the money to EAG yet SCIR only owned 50% of the shares in EAG who owned 100% of the shares in GGL who owned an anaerobic digestion plant that had been acquired under a finance lease.
They prepared a presentation dated 9 August 2023 in which they stated that the investment model was going to create substantial returns to shareholders via the sale of AD plants yet just 6 months later they stated that it was not such a good investment and that they wanted shareholders permission to sell it at a loss of between £725k to £875k depending upon whether the contingent consideration of £150k would be received or not.
They then sold EAG at a loss of between £725k to 875K
Prior to the above they spent £1.293m on the aborted Onedyas deal and they paid Gneiss Energy £2.132m in consultancy fees in just 4 years.
The Board have failed to create any value for shareholders and under the current Board and previous Boards they have managed to destroy shareholder wealth.
The Board stated it costs around £400k pa to maintain an AIM listing and that they were looking for other investment opportunities and that they needed more time to do so!
Shareholders have given them opportunities to create shareholder wealth but they have squandered the opportunities and they and the consultants and advisers have made substantial amounts of money while shareholders have lost a great deal of money.
In the period 2009 to 2022 they raised a gross amount of £37.414m from issuing shares as the Company is currently valued at just over £2m.
Do you need any more reasons why I voted in favour of returning the cash from Ruvuma so that Shareholders can use the cash to use how they wish rather than keeping the Company going to make even more losses and keep the Board remunerated for failure?
AGE
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AGN Why have you voted yes what is the reasoning behind your vote?
To provide some additional information I voted in favour because I believe I will receive a larger amount of money per share via a Members Voluntary Liquidation as SCIR will no longer have to pay £400k pa for an Aim Listing and we will receive payments from the Ruvuma proceeds.
If a MVL is not carried out then SCIR will continue to pay £400k pa for the AM listing and the Chairman will continue to engage yet more expensive consultants to identify other investment opportunities with no guarantee of success.
The modus operandi of AIM Boards is to be well paid and then employ highly paid consultants to identify opportunities that they are being well paid to identify themselves!
They take high risks with shareholders money as they know that they can issue yet more shares to pay for their salaries and other opportunities which dilutes the hell out of their loyal shareholders!
AGE
They can get away with it?
This is criminal!
Thanks for this info, im 50/50 on supporting.
Concern is the potential lack of transparency if it de lists vs the obvious financial benefits of delisting.
I do take your point that the potential for the BOD to attempt to raise funds by further share issues and dilution , however I would have thought the previous vote would have prevented this.
If you look at the RNS dated 1 March 2023 you will see that a new NED was appointed and he is representing GP Jersey who requisitioned the General Meeting to vote on the MVL.
The NED is going to act in GP Jerseys best interest which is also in the best interests of all shareholders.
Assuming we receive all of the Ruvuma consideration then my calculations show that the expected cash return via an MVL is substantially higher than the current bid price.
If shareholders do not vote to approve the MVL then it is costing 400k pa for the AIM listing and we do not have any business generating turnover and profits to pay for the listing costs and Boards remuneration so the cash is gradually being spent with no benefit for shareholders.
The Board cannot issue any more shares as our shareholders group blocked them from doing so.
The Board sought shareholders permission for more time to do a potential RTO or find further investment opportunities but with such a poor record it is no wonder the shareholders voted 80.18% in favour of the MVL.
I am not going to buy any shares in any Company’s that include the Chairman or previous members of SCIR’s Board or advisors!
There is well known saying which is “Once bitten, twice shy!”
It is a wise decision to judge Boards on their past performance rather than believing the words they write in General Meeting requisition response documents!
AGE
This was supposedly left in safe hand by Neil Ritson who thought the new board would progress his legacy. Neil ended off selling his shares at a massive loss, remember he valued the Ruvuma at over £100m. Neil also said the Zubiars have openly said they will send out SCIR and claims the shares for free. This board had been appalling, if they were mere employee's they would have been sacked long ago.
Five years ago.
Neil should have stayed to see this through.
I'm sure we would have got a much better deal.
Have just voted for both resolutions hope I have done the right thing not sure I trust this BOD but hope the Man from the Channel islands will see fair play.
Neil,
Was as much good as a ashtray on a motorbike.
At least he was the one that got us the assets that this lot squandered all of the proceeds for.
12 years ago the data room opened to bring in big companies these companies walked away so where was the asset.
If it wasn't for Neil there would have been no Ruvuma, when Tullow left after drilling a duster leaving us 25% extra for free, Neil said drill deeper, that was when we made the gas discovery.