RE: /what do SH's understand3 Feb 2019 16:07
JZD - when a company issues shares it is a requirement that existing shareholders are given first right of refusal or put another way when the company wants to borrow money they have to give shareholders the option of participation in a share issue....
So having voted to allow them to issue shares to raise money (assuming the resolution authorising the BoD to issue shares to raise funds is approved) as it stands they would have to offer them to existing shareholders first....
... this is where the disapplication of pre-emption rights comes in under a separate resolution which means (if carried) the BoD have the ability to issue & raise shares with whoever they want at whatever price they agree without further consultation with or additional approval from existing shareholders.
So the first resolution authorises the issue of shares
The second resolution means they don't have to offer them to existing PI's or gain any further approvals.
There's PRO's & CON's as with everything, if you vote yes to the first & no to the second it means they can raise funds under a share issue but have to offer them to existing PI's first (which of course could be underwritten if someone(s) are prepared to do so in the event if a shortage in take up)... however this can take time, resources (money) & effort to do so, everyone knows it's happening months in advance which can play havoc with the SP etc etc.
Vote yes to both & they can negotiate behind the scenes without anyone's public knowledge & then simply announce how many shares have been issued for how much as a done deal one sunny morning which makes it more dynamic, saves time & much less hassle ..... or alternatively in EDL's case they could announce late on a miserable Friday if it stinks so much it's just gonna f¥ck up everyone's weekend instead.
So take your pick, vote yes to both allowing them to issue shares Willy nilly with whoever, to the best of their ability (hmmmm) .... vote yes to the first & no to the second which means you have the opportunity to participate but they have to alert the market months in advance that they need/want to raise cash, or vote no to both &,strangle their ability to raise cash through a share issue if they need to.